Chary Law works with founders, established business owners, and investors on the legal side of building and running a company — from choosing and forming the entity, through the agreements that govern how owners work together, to the contracts and financing documents that move the business forward. The firm is based in New York and works with clients here and elsewhere in the United States.
The five areas below cover most of what growing companies need. If you are not sure which one applies to your situation, a short conversation is usually enough to sort it out.
A contract is the written record of what each side has agreed to do, what happens if something goes wrong, and who carries which risk. Review means taking an agreement someone has sent you — a customer, vendor, landlord, or employer — and explaining in plain language what it commits you to, where the terms sit lopsided, and which points are worth pushing back on. Drafting means writing the agreement from your side first, so the starting document already reflects your priorities instead of someone else’s.
Documents this typically covers:
The provisions that usually decide whether a contract protects you are payment and invoicing terms, scope and change orders, termination and renewal rights, indemnification, limitation of liability, ownership of intellectual property and work product, confidentiality, non-solicitation, and how disputes get resolved and under which state’s law.
Formation is the process of creating a legal entity that exists separately from you as an individual. The entity — not you personally — signs the contracts, holds the assets, opens the bank accounts, and absorbs the liabilities. Getting the structure right at the start is far cheaper than unwinding it later, because the choice affects how you are taxed, how easily you can bring in investors or grant equity to employees, what filings you owe every year, and what a sale or exit eventually looks like.
A limited liability company (LLC) gives you liability protection with pass-through taxation and a great deal of flexibility in how ownership and management are arranged. It suits owner-operated businesses, professional practices, real estate holdings, and joint ventures. A C corporation is the structure institutional and venture investors generally require: it supports preferred stock, option pools, and SAFEs cleanly, though it carries entity-level tax and more formality. An S corporation is a tax election rather than a separate entity type, and can reduce self-employment tax for profitable closely held businesses, subject to eligibility limits on who and how many can own it.
Delaware is the default for companies that expect to raise outside capital, largely because of its settled body of corporate case law and predictable procedures. New York formation is often the simpler and less expensive choice for a business whose operations and owners are all here. A Delaware entity operating in New York still has to register as a foreign entity here, so the decision is about tradeoffs, not a single right answer.
A formation engagement generally includes filing the certificate of formation or incorporation, preparing bylaws or an operating agreement, adopting initial resolutions and appointing officers and directors, issuing founder equity with vesting where appropriate, obtaining an EIN, arranging a registered agent, handling New York’s LLC publication requirement, foreign qualification where needed, and flagging time-sensitive items such as the 83(b) election, which has a strict 30-day filing window.
These are the internal rulebook for a company with more than one owner. In a corporation the document is usually a shareholders’ agreement, sitting alongside the bylaws; in an LLC it is the operating agreement. Both do the same job: they answer, in writing and in advance, the questions that cause the most damage when nobody wrote them down.
Those questions include: who owns what percentage and on what terms; who decides what, and which decisions need unanimous or supermajority approval; how profits and distributions are handled; what happens when a founder leaves, stops contributing, or is asked to go; whether an owner can sell a stake, and to whom; how a 50/50 deadlock gets broken; and how the company is valued if someone has to be bought out.
Provisions commonly negotiated:
Fundraising documents are the paperwork that moves an investor’s money into the company and defines exactly what the investor receives in return. Two things happen in parallel: negotiating the commercial deal, and complying with securities law, which applies to a private raise just as it does to a public one.
A priced equity round normally runs on a term sheet (mostly non-binding, but it sets the terms everything else follows), a stock purchase agreement, an amended and restated certificate of incorporation creating the preferred stock and its rights, an investors’ rights agreement covering information rights and pro rata participation, a right of first refusal and co-sale agreement, and a voting agreement setting board composition. Debt-style raises use a promissory note or convertible note, which carries interest and a maturity date and converts on defined triggers.
Selling equity or convertible instruments means selling securities. Private raises typically rely on an exemption from registration — most often Regulation D, Rule 506(b) or 506(c) — and each exemption comes with its own conditions on who may invest, whether you can advertise the raise, what verification of accredited status is required, and what disclosure is owed. A Form D filing with the SEC and state blue sky notices generally follow the closing.
The terms most worth understanding before signing are the liquidation preference and whether it participates, anti-dilution protection and how it is calculated, the size of the option pool and whether it is created before or after the money, pro rata and information rights, board seats, and protective provisions that give investors a veto over specific decisions. Each of these affects what founders hold after later rounds, which is why the cap table should be modeled alongside the documents rather than after them.
A SAFE — Simple Agreement for Future Equity — is a short investment contract used mainly at the earliest stage, before a company has enough operating history to price itself. The investor pays now and receives the right to shares later, when a priced equity round happens. It is deliberately brief, which is exactly why it deserves attention: a few lines can determine a meaningful share of the company.
A SAFE is not a loan. Unlike a convertible note, it carries no interest and no maturity date, so nothing comes due on a deadline and there is no repayment obligation if the round never arrives. Two terms do most of the work:
A SAFE may include a cap, a discount, both, or neither. It also matters a great deal whether the instrument is pre-money or post-money. The post-money SAFE, now the standard form, fixes the investor’s ownership percentage as a share of the company after all SAFEs convert, which means every additional SAFE you issue dilutes the founders rather than the earlier SAFE holders. Because SAFEs are fast and easy to sign, founders often stack several at different caps without modeling the combined result, then find at the priced round that they gave away more than they realized.
Work in this area typically involves drafting or reviewing the instrument, negotiating the cap, discount, and pro rata or most-favored-nation side letters, running the conversion math against the current cap table before anything is signed, confirming the corporate authorizations are in place, and handling the same securities filings a priced round requires.
Engagements are scoped and priced up front wherever the work allows it, so you know what a formation package, a contract review, or a financing round will involve before it starts. Ongoing support is available for businesses that need regular contract and governance help without carrying in-house counsel. You can get in touch here to talk through what your business needs.
This page is general information about legal services and is not legal advice. Reading it does not create an attorney-client relationship.
