North America

United States: contracts, corporate, trademarks and employment

United States contract, corporate and employment law is mostly state law. Delaware is the default state of incorporation for venture-backed and holding companies; California is where many of those companies actually employ people, and it imposes its own rules on employment, non-competes and equity. Wyoming and Nevada are occasionally used for privacy or franchise-tax reasons. Trade marks are federal through the USPTO.

Review a contract here, US$390 File a trademark, US$650 per class

Contracts Corporate Trademarks Employment Products here Questions

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Who signs off and files here
LegalMatrix prepares documents on its AI-assisted workflow and delivers in the United States through a US law firm engaged as its delivery partner. Every document is reviewed and signed off by an attorney admitted in the relevant state (Delaware or California for the products listed here) before release. Trade mark searches and USPTO filings are handled by a US-licensed attorney, which the USPTO requires for foreign-domiciled applicants.

Contracts

Topic	Essentials
Governing law	Parties may choose the governing law of a commercial contract, and Delaware or New York law is commonly chosen for corporate and financing agreements. California Labor Code section 925 prevents an employer from requiring an employee who primarily lives and works in California to accept another state's law or forum as a condition of employment. Federal law governs trade marks, copyright, patents, securities and some consumer matters.
Language	English. No translation formality applies, but a foreign-language contract would need a certified translation in court.
Electronic signature	The federal Electronic Signatures in Global and National Commerce Act (ESIGN, 2000) and the Uniform Electronic Transactions Act as enacted in Delaware (6 Del. C. chapter 12A) and California (Civil Code section 1633.1 and following) give electronic signatures and records the same effect as paper where the parties have agreed to transact electronically. Exclusions cover wills, codicils and testamentary trusts and most of the Uniform Commercial Code other than sales and leases. California adds exclusions for certain consumer notices and specified statutes (Civil Code section 1633.3). Notarised documents follow state notary rules; remote online notarisation is available in many states. Check the authority.

The statute of frauds requires certain contracts (for example sales of goods over USD 500 and contracts that cannot be performed within a year) to be evidenced in writing.
UCC Article 2 supplies default terms for sales of goods, including implied warranties that must be disclaimed conspicuously.
Delaware enforces contractual choice of forum and jury waivers; the Court of Chancery hears corporate disputes without a jury.
Indemnities, limitation of liability and warranty disclaimers are enforced largely as written between businesses, which is why US-style agreements are longer than their Asian counterparts.

Corporate

Topic	Essentials
Director duties	Delaware directors owe fiduciary duties of care and loyalty (including good faith) and are protected by the business judgment rule when informed, disinterested and acting in good faith. Delaware's General Corporation Law was amended in 2025 to add safe harbours for controlling-stockholder and interested transactions approved by independent directors or disinterested stockholders; check the authority. California directors owe similar duties under the Corporations Code, and section 2115 applies some California rules to foreign corporations with a majority California presence.
Shareholder rights	Delaware stockholders may act by written consent unless the certificate of incorporation says otherwise (section 228), inspect books and records for a proper purpose (section 220, narrowed in 2025), and seek appraisal in mergers (section 262). California corporations default to cumulative voting and require shareholder approval for reorganisations. LLC members' rights are almost entirely contractual, set by the operating agreement.
Share transfers	Stock is transferred by assignment and recorded on the stock ledger; Delaware imposes no transfer tax. Transfer restrictions (rights of first refusal, co-sale, lock-ups) are valid if noted conspicuously on the certificate or in the stockholders' agreement (section 202). Securities law applies to every issuance and resale; private companies rely on exemptions such as Rule 701 for employee equity and Regulation D for investors.

Delaware requires a registered agent in the state and an annual franchise tax report; California requires a Statement of Information and a minimum franchise tax.
The federal Corporate Transparency Act beneficial ownership reporting regime was narrowed in 2025 to exclude domestic companies; check FinCEN for current scope.
Wyoming and Nevada market low fees and privacy for LLCs; they do not change the federal tax position and are rarely used for venture-backed companies.
An LLC taxed as a partnership is the usual holding vehicle for US real estate and family investments; a C corporation is the usual operating and venture vehicle.

Trademarks

Approximate time from filing to registration without opposition, compared with two other offices. Compare all ten.

Topic	Essentials
Authority	United States Patent and Trademark Office (USPTO)
System	Use-based. Rights arise from use in commerce; federal registration under the Lanham Act may be sought on the basis of use or a bona fide intent to use, but registration issues only after use is shown.
Time to registration	Approximately 12 to 18 months from filing to registration for a use-based application without office actions; intent-to-use applications take longer because a statement of use must be filed after allowance. Check the authority.
Classes	Nice Classification. Fees are charged per class; the base application fee is higher where free-form descriptions are used or required information is missing. Check the authority.
Opposition	30 days from publication in the Official Gazette, extendable on request to the Trademark Trial and Appeal Board (TTAB).
Term	10 years from registration, renewable. A Section 8 declaration of continued use is required between the fifth and sixth years, and a combined Section 8 and 9 filing between the ninth and tenth years of each term.

Foreign-domiciled applicants and registrants must be represented by an attorney licensed in a US state.
The United States is a member of the Madrid Protocol; a US base application can be extended abroad, and incoming designations are examined to the same standard.
State trade mark registrations exist but offer limited value; common law rights depend on actual use in a territory.
Descriptions of goods and services are examined strictly; broad class headings are refused.