FAQ

Questions, answered.

What founders ask us most, organized by what you need. Don't see your question? Book a free exploration call and ask us directly.

Working with us

What happens on the free exploration call?

It’s a free 15-minute call, with a short intake beforehand. Tell us what you’re building and where you need support, and we’ll talk through whether Ipanema Law is the right fit. Afterward, you’ll get a brief recap with your recommended next step, and a proposal where it fits. Legal advice begins once you engage us.

How do fees work?

Fixed projects have a flat fee. Every proposal lists the deliverables, review rounds, what we need from you, and the timeline before work begins. Ongoing Legal Counsel is one flat monthly fee for time set aside for you each month, with the scope agreed up front, in writing.

Which should I choose: a fixed project or ongoing counsel?

If you have one clear piece of work, like forming your business, a set of contracts, or a trademark filing, a fixed project is usually the right fit. If legal questions come up regularly, or you want a lawyer who already knows your business, ongoing counsel is built for that. Not sure? That’s exactly what the free exploration call is for.

Starting a business

Do I really need an LLC or corporation, or can I just operate as a sole proprietor?

You can, but you probably shouldn't. Operating as a sole proprietor means your personal assets (savings, home, car) are fully exposed to any business liability or lawsuit. Forming an entity creates a legal separation that protects you personally. For most founders, the cost of forming an entity is minimal compared to the risk of going without one.

What's the difference between an LLC and a corporation?

An LLC offers flexible management and pass-through taxation, making it a strong choice for many small businesses and single-founder companies. A C-Corporation is typically preferred if you plan to raise venture capital, issue multiple classes of stock, or eventually go public. An S-Corporation can offer tax advantages for founders paying themselves a salary. The right answer depends on your specific goals, which is what we help you figure out.

Which state should I form my business in?

It depends. Delaware is popular for startups planning to raise VC funding, but your home state is often the more practical choice if institutional capital isn't in the plan. Forming in a "popular" state without understanding the tradeoffs creates unnecessary costs and compliance headaches.

Do I need an operating agreement if I'm the only owner?

Yes. A single-member LLC without an operating agreement is more vulnerable to having its liability protection challenged in court. It also creates problems when you try to open a business bank account, bring on a partner, or sell the business. A proper operating agreement is not optional; it's the document that defines how your business actually works.

How long does entity formation take?

Formation filings typically take 1–2 weeks depending on the state. Some states offer expedited processing. We'll walk you through the timeline and make sure everything is set up correctly from the start.

What if I already formed an entity but I'm not sure it's set up correctly?

That's more common than you'd think. We offer entity audits to review your existing structure, identify gaps (missing operating agreements, incorrect ownership records, compliance issues), and fix them before they become expensive problems.

Protecting your brand

Do I need to register my trademark? I've been using the name for years.

Common law trademark rights do exist based on use, but they're limited to the geographic area where you operate, harder to enforce, and offer no public record of ownership. Federal registration with the USPTO gives you nationwide priority rights, the legal presumption that you own the mark, and the ability to use the ® symbol. If your brand has any value, registration is worth it.

How long does a trademark registration take?

The USPTO process typically takes 8–14 months from filing to registration, assuming no issues arise. We'll file your application correctly the first time to minimize delays and office actions.

What's the difference between a trademark and a copyright?

A trademark protects brand identifiers: names, logos, slogans, that distinguish your goods or services in the marketplace. A copyright protects original creative works: writing, photography, design, music, software. Many businesses need both. An original logo, for example, may be protectable under both trademark and copyright law.

Can I trademark a name that's already in use somewhere?

Not safely. Using a name that's already registered, or even just in prior use, can result in an infringement claim, forced rebranding, and significant legal costs. A thorough clearance search before you commit to a name is one of the most valuable investments you can make early in your business.

What happens if someone copies my brand or my work?

The response depends on what protections you have in place. With registered IP, your options are significantly stronger, from cease and desist letters to federal litigation. Without registration, enforcement is harder and more expensive. We'll assess your situation and recommend the most effective path forward.

I'm a creative who works with clients. Do I own the work I create?

It depends on your contracts. Without a written agreement specifying otherwise, copyright ownership can be complex, and in some cases, the client may own work you created for them. Having the right contracts in place before you start a project protects your work and your business.

Contracts and agreements

Can't I just use a template I find online?

Templates are a starting point, not a solution. Generic templates are often missing provisions specific to your industry, don't account for your state's laws, and may have clauses that actually work against you. A poorly drafted contract can be worse than no contract at all because it creates a false sense of protection. We'll make sure your agreements are built for how your business actually operates.

Do I need a lawyer to review a contract someone else sent me?

If the contract matters to your business, yes. Most contracts sent by vendors, clients, or partners are written to protect them, not you. A review can surface unfavorable terms, missing protections, and negotiation opportunities you wouldn't otherwise see. It's almost always worth the cost of a review to avoid a costly dispute later.

What should every client services agreement include?

At minimum: a clear scope of work, payment terms, what happens if the project changes, who owns the final work product, confidentiality provisions, a termination clause, and a dispute resolution process. Most template agreements are missing at least one of these.

I work with independent contractors. Do I need contracts with them?

Yes, and not just for protection. Properly structured contractor agreements help establish that the relationship is truly independent (not employment), which matters for tax purposes and to avoid misclassification liability. They should also clearly address IP ownership and confidentiality.

What's an NDA and when do I need one?

A Non-Disclosure Agreement (NDA) is a contract that protects confidential information shared between parties. You should use one before sharing proprietary information with potential partners, vendors, investors, or contractors. Mutual NDAs protect both sides; one-way NDAs protect only one party's information. We'll make sure yours is enforceable and appropriate for the situation.

Can you help me if I'm already in a contract dispute?

Yes. We can review the contract, assess your position, and advise on your options, whether that's negotiating a resolution, sending a demand letter, or escalating further. The sooner you get counsel involved, the more options you typically have.

Ongoing support

What's the difference between ongoing counsel and just having a lawyer on retainer?

A traditional retainer means you've prepaid for a set number of hours with outside counsel. You're still the client of a law firm, and the relationship stays transactional. Ongoing Legal Counsel means we function as part of your team. We learn your business, your goals, and your risk tolerance, and we provide proactive guidance rather than reactive help when problems arise.

How much does it cost?

Ongoing counsel is structured as a monthly engagement, priced based on the scope of your needs. It's significantly less than hiring a full-time attorney, and more cost-effective than paying hourly outside counsel rates for ongoing work. We'll discuss your needs and provide a transparent proposal.

What kinds of businesses benefit most from this model?

Businesses in a growth phase benefit most: those signing more contracts, bringing on more contractors or employees, entering new partnerships, or launching new offerings. If you regularly need legal review and counsel, ongoing counsel is almost always more efficient and cost-effective than hourly outside counsel.

Can I still use you for one-off matters if I'm not on an ongoing counsel plan?

Yes. Business formation, contracts, and trademarks are all available as fixed projects. Ongoing counsel is for clients who want an ongoing, embedded relationship.

How quickly can you turn around contracts and legal questions?

Ongoing counsel clients receive priority response. For most matters, you can expect a response within one to two business days. For urgent matters, we're accessible. Part of the value is that you're not waiting days for a callback from someone who doesn't know your business.

What if my legal needs change or grow?

We build the engagement to scale with you. As your business grows and your legal needs evolve, we adjust the scope accordingly. You're not locked into a rigid structure. The whole point is to be a flexible, long-term partner.