Startup & Venture Capital Lawyers
We work with founders and investors from incorporation through funding rounds and exit.
Overview
Startups lose more than they save by deferring legal work. Founder equity split without an agreement, code written by a contractor with no assignment clause, a round closed on copied documents — three decisions that look economical in year one and become the obstacle to an acquisition or the next round in year three.
We work with founders and investors on: founders' agreements and vesting, structuring the entity for later rounds, round documents from term sheet through investment agreement and investor rights, plus employment contracts, IP assignments, terms of use and privacy policies.
What we most often have to fix later is intellectual property: the founder assumes the company owns the product, while the code was written by a contractor under an agreement that never assigned it. That single point is what stalls diligence in the first serious round, and fixing it afterwards needs consent from people you may no longer wish to negotiate with.
The legal framework
Startup work combines the Companies Law with the usual investment instruments:
- The Companies Law: limited liability and simplified joint stock companies
- Share classes and preferential rights in the constitutional documents
- The Personal Data Protection Law for digital products
- IP statutes protecting the brand and the codebase
- Sector licensing requirements in regulated activities such as fintech
- The Labour Law for employment contracts and incentive plans
Situations we handle
Founding with multiple co-founders
Equity split, vesting and early departure. Agreeing before success is far easier than agreeing after it.
A first funding round
The term sheet sets what follows. Valuation, dilution and investor rights are decided here.
An employee incentive plan
A share plan or its equivalent needs a clear legal foundation in the company documents to be enforceable at all.
Assigning ownership of code and product
Developer and contractor agreements must expressly assign rights. Without them the company does not own its product.
A product processing user data
The privacy policy and terms are not formalities; they are legal commitments that are examined on acquisition.
Costly mistakes we see
- 1
Splitting equity without vesting
A founder leaving early with full equity blocks the company with any serious investor, and can only be fixed with that founder's consent.
- 2
Round documents copied off the internet
Foreign templates assume a different legal environment and can contain rights that do not operate locally as drafted.
- 3
Neglecting IP assignment
This is the first thing diligence stops on. Fixing it later requires consent from parties whose relationship with you may have ended.
- 4
Verbal promises of equity to staff
An undocumented promise becomes a dispute the moment the company succeeds. Document it in a written plan or do not say it.
How the procedure runs, step by step
Founding mistakes in startups only surface at the funding round, and by then fixing them is expensive or impossible. Getting the order right on day one is far cheaper.
- 1
Structure ownership and the cap table
We build a clear cap table: founder splits, vesting, and the employee pool. A founder who leaves after a year holding full equity with no vesting is the most common reason a round collapses.
- 2
Assign the IP to the company
Code, design and the brand must be owned by the entity, not by individuals or contractors. An investor who discovers the product is owned by a freelance developer stops the deal at diligence, not before.
- 3
Negotiate the round terms
The term sheet sets valuation, preference rights, liquidation preference, board seats and veto rights. A broad veto for a minority investor paralyses operating decisions for years after the round.
- 4
Execute the round properly
Constitutional documents are amended, the capital increase is notarised, and the registers at the Ministry of Commerce are updated. A signed agreement without the statutory updates does not actually transfer ownership.
- 5
Post-round compliance
Investor reporting, board minutes, and the consents required before specified decisions. A company that organises this early closes its next round in half the time.
Documents we will ask you for
- The founders’ agreement, if any
- The current cap table
- Commercial registration and the constitution
- Contracts with developers and freelancers
- The term sheet offered by the investor
- Customer contracts and existing obligations
Fees and timelines
We offer a startup formation package at a fixed fee covering the core documents: articles, a founders' agreement, and templates for employment and contractor agreements. Round documents are priced separately according to size and negotiation complexity.
On timing: the formation package is normally delivered within one to two weeks. A funding round moves at the investor's pace and typically runs three weeks to two months from term sheet to closing.
Common questions
Which legal form suits a startup?
An LLC is sufficient at the beginning, but the simplified joint stock company suits founders planning rounds, share classes and incentive plans. Converting later is possible but consumes time exactly when you need to focus on the round.
What is vesting and why do we need it?
An arrangement under which a founder's equity is earned over time rather than owned outright from day one. It protects the company against an early departure with a large stake, and it is the first thing a serious investor asks about.
Who owns code written by a contractor?
The contractor, unless the agreement expressly assigns rights to the company. This point halts the first diligence exercise, so we address it upfront with proper developer agreements.
What is a term sheet and is it binding?
A document summarising the principal investment terms. Most of it is non-binding apart from clauses such as confidentiality and exclusivity, but in practice it dictates the final documents, so treating it lightly is expensive.
How do we give employees equity incentives?
Through a written plan setting out the pool, vesting conditions and what happens on departure or acquisition, reflected in the company documents. Verbal promises turn into disputes when the company succeeds.
When do we need a real privacy policy?
From the first user, if the product collects personal data. The data protection regime imposes obligations on processing and disclosure, and text copied from another product does not describe what you actually do with your users' data.
Does our product need a licence?
It depends on the activity. Products in financial, health or education sectors may require a sector licence before launch, and we check that at the idea stage rather than after the product is built.
What does an investor typically examine?
Share ownership and vesting, ownership of the product and IP, customer and employment contracts, and regulatory and tax compliance. Organised companies close rounds noticeably faster.
Related services
Lawyers for Startups
Specialist legal support for startups.
Company Formation Lawyers
We handle company formation from choice of legal form through issue of the commercial register.
Corporate Documentation Lawyers
We prepare assembly minutes, shareholder resolutions, powers of attorney and other corporate records.