Corporate & Tax Attorney: Entity Formation Strategy (NY/DE/Multi-State)

Overview: I am seeking an experienced attorney to lead the legal and tax structuring for a new wellness and fitness company, NOPE Fitness. We provide digital coaching and wellness services to both individuals and businesses. We need a strategy that accounts for a current high-tax residency (NYC), a planned future relocation to a no-income-tax state (FL/GA/TN), and a pending equity agreement with a potential co-founder. Key Deliverables & Strategic Needs: Entity Selection & Jurisdiction: Advise on the optimal structure (LLC vs. S-Corp vs. C-Corp) for an online coaching business. While we are leaning toward Delaware for the legal entity, we need to understand the tax implications of the Principal currently being a Manhattan, NY resident. Multi-State Tax Mitigation: Develop a short-term strategy to mitigate New York’s tax exposure while the Principal is in NYC, and a long-term "future-proofing" strategy for when the business and/or Principal moves to Florida, Georgia, or Tennessee. Founder Equity Strategy: We have a second potential owner with an undefined equity stake. I need advice on the timing of this definition: Should the stake be defined before or after entity formation? What are the "tax traps" or costly implications of issuing equity after the entity has gained value? Drafting & Filing: Once the strategy is set, handle the Articles of Incorporation/Organization, Operating Agreement/Bylaws, and any necessary initial resolutions. About NOPE Fitness: Our brand rejects "toxic fitness" in favor of sustainable, science-based wellness. Our business model is digital, offering macro-based nutrition, movement guidance, and sustainable eating rhythms to a broad client base. Ideal Candidate: -Proven experience with NY tax nexus issues for remote/digital businesses. -Deep knowledge of Delaware corporate law. -Experience with founder vesting and equity grants for early-stage startups. -Ability to explain complex tax strategies in simple, actionable terms. Apply tot his job