Case Study
Pierre and Marie are an international couple preparing to launch a business in the United States.
They have:
- A clear business concept they want to develop together
- Capital to invest jointly
- A long-term vision that may include expansion and external investment
Like many founders, their initial instinct is to “create an LLC and split ownership.”
From a formation perspective, that approach may work.
From a structuring perspective, that approach can quickly become limiting.
Because in their situation, the question is not just:
“How do we start the business?”
It is:
“How do we structure ownership, control, and future decisions between two individuals—while keeping the business scalable?”
They have:
- A clear business concept they want to develop together
- Capital to invest jointly
- A long-term vision that may include expansion and external investment
Like many founders, their initial instinct is to “create an LLC and split ownership.”
From a formation perspective, that approach may work.
From a structuring perspective, that approach can quickly become limiting.
Because in their situation, the question is not just:
“How do we start the business?”
It is:
“How do we structure ownership, control, and future decisions between two individuals—while keeping the business scalable?”
The Challenge
If Pierre and Marie were to proceed without proper structuring, several issues would likely arise:
- Ownership may be split equally without clearly defining decision-making authority
- Governance may not anticipate disagreements or operational deadlock
- The structure may not allow for future investors or equity adjustments
- Tax treatment may create inefficiencies depending on their personal situations
- The chosen entity may not align with long-term growth or expansion plans
- Banking and operational setup may not reflect how the business will actually function
The issue is not starting the company.
The issue is that without structuring, the business may become rigid, unclear, or difficult to manage as it grows.
- Ownership may be split equally without clearly defining decision-making authority
- Governance may not anticipate disagreements or operational deadlock
- The structure may not allow for future investors or equity adjustments
- Tax treatment may create inefficiencies depending on their personal situations
- The chosen entity may not align with long-term growth or expansion plans
- Banking and operational setup may not reflect how the business will actually function
The issue is not starting the company.
The issue is that without structuring, the business may become rigid, unclear, or difficult to manage as it grows.
The Strategy
01
Defining Roles, Objectives, and Business Dynamics
We would begin by understanding how Pierre and Marie intend to operate together.
- Clarify each person’s role in the business (operational or strategic)
- Identify how decisions should be made in practice
- Anticipate whether both founders will be equally involved over time
This step is critical in a two-founder structure.
- Clarify each person’s role in the business (operational or strategic)
- Identify how decisions should be made in practice
- Anticipate whether both founders will be equally involved over time
This step is critical in a two-founder structure.
02
Selecting the Appropriate Entity
We would determine whether an LLC or a corporation best fits their goals
- Evaluate flexibility and scalability in light of their growth plans
- Consider whether future investors are anticipated
- Align the structure with their operational and financial objectives
The structure must support both the present and the future.
- Evaluate flexibility and scalability in light of their growth plans
- Consider whether future investors are anticipated
- Align the structure with their operational and financial objectives
The structure must support both the present and the future.
03
Structuring Ownership and Control
We would design how ownership translates into control.
- Define ownership percentages and voting rights
- Establish decision-making rules for key business matters
- Anticipate situations such as deadlock or unequal involvement
In a business founded by a couple, clarity at this stage prevents major issues later.
- Define ownership percentages and voting rights
- Establish decision-making rules for key business matters
- Anticipate situations such as deadlock or unequal involvement
In a business founded by a couple, clarity at this stage prevents major issues later.
04
Drafting a Tailored Operating Agreement
We would build the legal framework governing their relationship as co-owners.
- Define how profits and distributions are handled
- Establish mechanisms for dispute resolution or exit scenarios
- Structure provisions for changes in ownership or future partners
This is where the co-ownership relationship becomes structured rather than assumed.
- Define how profits and distributions are handled
- Establish mechanisms for dispute resolution or exit scenarios
- Structure provisions for changes in ownership or future partners
This is where the co-ownership relationship becomes structured rather than assumed.
05
Aligning Tax and Cross-Border Considerations
We would ensure that the structure works across jurisdictions
- Evaluate how income will be treated for each of them individually
- Identify potential cross-border tax implications
- Structure the entity to avoid unnecessary inefficiencies
This is especially important where both founders may have international ties.
- Evaluate how income will be treated for each of them individually
- Identify potential cross-border tax implications
- Structure the entity to avoid unnecessary inefficiencies
This is especially important where both founders may have international ties.
06
Implementing Operational and Financial Setup
We would guide Pierre and Marie in making the structure operational
- Assist with establishing U.S. business banking arrangements aligned with the ownership structure
- Coordinate initial compliance and operational requirements
- Ensure the company is ready to operate without structural gaps
At this stage, the business transitions from a concept to a fully operational entity.
- Assist with establishing U.S. business banking arrangements aligned with the ownership structure
- Coordinate initial compliance and operational requirements
- Ensure the company is ready to operate without structural gaps
At this stage, the business transitions from a concept to a fully operational entity.
