Business Law Counsel for Chicago Founders and Owners

THE IMPORTANT TERMS ARE OFTEN THE ONES EVERYONE THINKS THEY HAVE ALREADY AGREED ON.

Who owns the company?
Who may make a major decision—or bind the business to an obligation?
How are profits distributed?
What happens if an owner wants out?
What if someone stops contributing, becomes unavailable, or wants to sell?

A handshake may be enough while everyone agrees. Legal documents matter when memories differ, circumstances change, or the business becomes more valuable.

CGG Law helps business owners turn expectations into terms that can be understood, followed, and revisited.

WHAT IS CHANGING IN THE BUSINESS?

I’m forming a company.

The state filing is one part of formation. Ownership, management, decision-making, initial records, and coordination with tax advisers also deserve attention at the beginning.

I’m adding an owner or changing roles.

Equity is only one part of the conversation. Contributions, voting rights, authority, distributions, transfers, and departure terms should reflect the deal the owners believe they are making.

I’m reviewing a contract or commercial lease.

Before the business signs, understand what it is promising, what it will cost, how long the obligation lasts, and what options remain if the relationship changes.

I’m preparing for an owner’s departure or a transition.

Retirement is not the only form of succession. Ownership planning may also matter when an owner leaves, becomes unavailable, dies, wants to sell, or can no longer agree with the other owners.

DISCUSS YOUR BUSINESS

The work, and what it settles.

LLC and Corporation Formation

A filing creates the entity. It does not complete the legal work.

Carolina helps founders consider the legal structure in light of the company’s ownership, management, operations, and plans. The work may include formation filings, initial ownership records, organizational documents, and coordination with the client’s accountant or tax adviser.

CGG Law advises on legal structure. Tax elections and tax consequences should be confirmed with a qualified tax professional.

Operating Agreements

Put the owners’ actual agreement in writing.

An operating agreement can address ownership, management authority, voting, distributions, transfers, departures, and the decisions that require more than one person’s approval.

An owner agreement is not a prediction of conflict. It is a record of the deal.

Shareholder Agreements

Ownership should come with defined terms.

For corporations with multiple shareholders, the governing documents may need to address voting rights, transfers, changes in control, owner departures, and other decisions that affect the company and its shareholders.

The goal is not to anticipate every possible event. It is to identify the decisions that should not be left to assumption.

Commercial Contracts

The contract is part of how the business operates and gets paid.

CGG Law drafts and reviews commercial agreements with attention to scope, payment, performance, changes, confidentiality, ownership of work, responsibility between the parties, termination, and dispute procedures.

Clear drafting cannot prevent every disagreement or guarantee enforcement. It can make the parties’ obligations considerably harder to misunderstand.

Business Governance

Decide who can decide.

Governance documents should reflect who may act for the company, which decisions require additional approval, how significant decisions are recorded, and what happens when the owners reach an impasse.

Good governance is not ceremony for its own sake. It is how authority becomes visible.

Commercial Leases

A lease is not simply an address.

It may be years of rent, operating expenses, maintenance duties, use restrictions, renewal provisions, assignment limits, default remedies, and personal exposure under a guarantee.

Carolina reviews and negotiates commercial lease terms so the owner can understand the legal commitment before the business signs it.

Legal review does not replace financial, construction, zoning, environmental, or operational diligence when those issues are relevant.

Succession and Continuity

What happens when the business must continue without one of the people it depends on?

Continuity planning can address changes in ownership and authority when an owner retires, departs, becomes incapacitated, dies, or considers a sale.

A complete plan may require coordination with estate-planning counsel, accountants, valuation professionals, insurance advisers, lenders, or other business professionals. Carolina helps identify the legal questions and the documents that need to work together.

ONE DOCUMENT SHOULD NOT CONTRADICT THE NEXT.

The ownership records say one thing. The operating agreement says another. The company has evolved, but its original documents have not. A recurring customer contract commits the business in ways its decision-makers did not anticipate. A lease lasts longer than the owners’ current plan.

Business documents do not operate in isolation.

CGG Law considers the immediate agreement in the context of how the company earns, who owns it, who can commit it, and what may be changing.

That is the difference between producing a document and advising the business behind it.

START WITH THE BUSINESS. NOT A TEMPLATE.

01 — Understand

Carolina learns how the company operates, who owns it, how decisions are made, and what agreement or change is currently in front of the owners.
02 — Identify

The legal questions, missing terms, competing priorities, and documents requiring attention are defined. When tax, accounting, regulatory, or industry-specific advice is needed, that need is identified as well.
03 — Advise and Document

Carolina explains the available approaches and their tradeoffs, then drafts or reviews the documents within the agreed scope of representation.
04 — Put the Work Into Practice

The final terms, signing requirements, filings, and immediate next steps are explained. When ownership, operations, premises, or strategy materially changes, the documents can be reviewed again.

BUSINESS FOUNDATION REVIEW

Business Foundation Checklist

Check each statement that is true for your company today. Your progress is saved in this browser only. Unchecked items are simply good topics for a consultation.

Formation and ownership records are available.
The company’s formation records and a current record of its owners and ownership percentages can be located.
A signed owner agreement reflects the business today.
The operating or shareholder agreement reflects the current owners, management structure, voting rights, transfer rules, and departure arrangements.
Decision-making authority is clear.
The owners understand who may act for the company and which decisions require additional approval.
Business and personal funds and records are kept separate.
The company uses its own accounts and maintains records consistent with its separate legal existence.
Separation supports accurate records and the distinction between the owner and the entity, but it does not eliminate every form of personal liability.
Core commercial relationships are documented.
Current client, customer, vendor, or contractor agreements address material terms such as scope, payment, changes, confidentiality, ownership of work, and termination.
Known recurring entity responsibilities are assigned.
Someone is responsible for identified entity filings, registered-agent information, governance records, and other recurring tasks within the company’s legal and professional-adviser framework.
Owner departure and continuity questions have been discussed.
The owners have considered what may happen after a voluntary departure, disability, death, dispute, proposed transfer, or sale.

0 of 7 topics reviewed

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CAROLINA GARZA-GONGORA

The attorney

One relationship. Direct counsel.

CGG Law is led by Carolina Garza-Gongora. Clients work with the attorney whose name is on the firm, bringing accountability, accessibility, and a clear point of view to every matter. Owners get a counselor who knows the company, answers directly, and stays with it as it grows.

No handoff. No lost context. No need to explain the business again to someone new.

REQUEST A BUSINESS LAW CONSULTATION

BUSINESS LAW QUESTIONS FOUNDERS AND OWNERS ASK

Do I need an attorney to form an LLC?

A business owner can file formation documents without an attorney. The filing, however, may not address ownership terms, management authority, voting, transfers, departures, recurring contracts, or continuity. Legal counsel can help determine which of those questions should be addressed for the particular business.

I already formed my LLC online. Is it too late to have the documents reviewed?

No. Carolina can review what is currently in place, explain what the documents address, and identify questions that may deserve attention. The fact that an entity already exists does not mean its ownership and governance documents cannot be updated.

Does an LLC automatically protect my personal assets?

No entity eliminates every form of personal exposure. Personal guarantees, an owner’s own conduct, certain statutory obligations, and failures to maintain appropriate separation between the owner and company may still matter.

Do I need an owner agreement if my co-owner is a relative or close friend?

A written agreement is not a statement of distrust. It gives the owners a shared reference for ownership, authority, money, transfers, and departures before circumstances change.

Can I use an online contract template?

A template may offer a starting structure, but it may not reflect the transaction, governing law, industry, negotiating position, or terms that matter to the business. Legal review can identify what the document says, what it omits, and where revisions may be appropriate.

When should an attorney review a commercial lease?

Ideally, before the lease—or another binding commitment relating to the space—is signed. Lease terms can affect costs, maintenance obligations, guarantees, assignment rights, renewal options, and the company’s ability to exit.

Can CGG Law review one agreement, or do I need ongoing counsel?

A consultation can begin with the particular agreement or decision in front of you. Carolina can then discuss an appropriate scope based on the business and the work required.

Does hiring an attorney make the negotiation adversarial?

It does not have to. Clear drafting and informed negotiation can help both sides understand the agreement they are making. Important issues can be raised directly without making the relationship needlessly hostile.

Does CGG Law provide tax advice?

CGG Law advises on the legal aspects of business structures and agreements. Entity tax classification, elections, filings, and tax consequences should be reviewed with a qualified accountant or tax adviser unless expressly included in the engagement.

Can we discuss my business in Spanish?

Yes. Carolina is fluent in Spanish and can conduct consultation and legal-planning conversations in English or Spanish.

PUT THE NEXT BUSINESS DECISION ON CLEARER TERMS.

Direct counsel from Carolina Garza-Gongora.

English or Spanish.