Start-Ups Lawyers Worldwide.

You don’t need a lawyer to brainstorm ideas, but you legally need one the moment you involve equity, intellectual property (IP), or other people’s money. You can often file basic incorporation papers yourself using online tools. However, you must hire a lawyer before you issue shares to co-founders, hire your first employee, or accept your first check from an angel investor. Fixing “DIY” legal mistakes—like accidentally giving a co-founder 50% of the company with no vesting—costs 10x more to fix later than to do right the first time.

At Pre-Seed, the legal work is “light” and standardized; you are mostly using SAFEs or Convertible Notes (5-10 page documents) to raise small amounts of cash quickly. By Series A, the game changes to a “Priced Round.” This involves selling actual preferred stock, which requires complex documents (100+ pages) outlining voting rights, board seats, and anti-dilution protections. Series A also triggers rigorous “due diligence,” where investors’ lawyers audit your corporate history, meaning your record-keeping must be flawless.

If you want Venture Capital, you must be a Delaware C-Corporation. VCs generally cannot invest in LLCs because their funds have tax-exempt partners (like pension funds) who are legally barred from receiving “pass-through” income that LLCs generate. Additionally, C-Corps allow you to issue different “classes” of stock (Common for founders, Preferred for investors) and qualify for Qualified Small Business Stock (QSBS) tax exemptions, which can save founders millions in taxes upon an exit.

A Founders’ Agreement is a “business prenup” that details who owns what and what happens if someone leaves. Vesting is the critical component: it means you earn your shares over time (usually 4 years) rather than getting them all on Day 1. Without vesting, a co-founder could quit after one month and walk away with 50% of your company, leaving you “uninvestable” because you don’t have enough equity left to sell to investors or give to employees.

A lawyer structures these as “deferred equity.” Instead of arguing about the company’s value today (which is hard for a new startup), the investor gives you cash now in exchange for the right to buy shares later at a discount. A Convertible Note is technically debt (it has an interest rate and maturity date), while a SAFE is not debt and is simpler. The lawyer’s main job here is to negotiate the “Valuation Cap”—the maximum price the investor will pay per share in the future—to prevent them from owning too much of your company if you become wildly successful.

Yes, this is the most common reason startups fail due diligence. If a freelance coder builds your app without signing a Proprietary Information and Inventions Assignment Agreement (PIIAA), they own the code, not your company. A lawyer ensures that every founder, employee, and contractor signs a document legally transferring their IP rights to the company. Without this clear “chain of title,” investors will view your company as worthless because you don’t actually own your product.

The main risk is tax non-compliance and securities violations. A lawyer sets up an Employee Stock Option Plan (ESOP) to grant options legally. If you just “promise” equity via email or give actual shares (instead of options) without a 409A Valuation (an appraisal of your stock price), your employees could get hit with massive, immediate tax bills before they’ve made a dime. Lawyers also ensure you don’t accidentally exceed the “500 shareholder” limit, which would force you to go public prematurely.

A lawyer prepares you for an exit by building a “Data Room”—a secure digital vault containing every contract, board minute, and employment agreement you’ve ever signed. When a buyer (like Google) wants to acquire you, their lawyers will tear this room apart looking for liabilities. If your lawyer has kept your “corporate hygiene” clean—meaning all shares are accounted for, IP is assigned, and lawsuits are disclosed—the deal proceeds. If not, the buyer may lower their price or walk away entirely.