Legal Counsel for Startups and Emerging Growth Companies

Startup founders meeting around a table to plan their company

Building a company creates legal decisions long before the legal department exists. Sutter Law represents founders from formation through financing, hiring, commercial growth, acquisitions, and exit, so the legal structure established at the beginning can continue to support the company as it scales.

Our startup practice is designed for companies that expect to grow. We handle the early work—formation, founder equity and vesting, IP transfers, trademarks, customer terms, SAFEs, and seed financings—while also providing the financing, governance, commercial, employment, and transaction support companies need after Series A.

Company Formation and Founder Equity

The choices made at formation determine ownership, governance, tax treatment, and how easily a company can raise institutional capital. We help founders select and form the appropriate entity, prepare organizational documents, issue founder equity, and establish the records investors will expect to see in diligence.

For venture-backed companies, this commonly includes Delaware incorporation, bylaws, initial board and stockholder actions, founder restricted stock purchase agreements, vesting terms, 83(b) election procedures, proprietary information and invention assignment agreements, and an initial capitalization record.

Delaware corporation and California entity formation
Founder stock issuance and initial capitalization records
83(b) election process and documentation
Employee and contractor invention assignment agreements
Initial board and stockholder approvals

Founder Equity Allocation, Vesting, and IP Transfers

How founders divide ownership, how that ownership vests, and whether the company actually owns its technology are among the first questions investors ask. Getting them right at the start is far easier than fixing them during a financing.

We help co-founders work through equity allocation, including relative contributions, time commitment, prior work, and roles going forward, and document the result in founder stock purchase agreements. We structure founder vesting schedules, cliffs, single- and double-trigger acceleration, and company repurchase rights so that a departing founder does not leave with a block of unvested stock.

Founders often create code, designs, domain names, and other assets before the company exists. We prepare technology and IP assignment agreements that transfer pre-formation work into the company, and we review whether a founder’s prior employment, consulting work, or academic affiliation could create competing ownership claims.

Co-founder equity splits and allocation documentation
Founder vesting schedules, cliffs, and acceleration terms
Repurchase rights and founder departure planning
Assignment of pre-formation IP, code, and domain names to the company
Review of prior-employer and university IP issues

SAFEs, Convertible Notes, and Seed Financings

Early financing documents may look simple, but valuation caps, discounts, MFN rights, pro rata rights, and conversion mechanics can materially affect the cap table in the next priced round. We advise companies and founders on SAFEs, convertible notes, and seed financings with an eye toward what those instruments become at conversion.

We also help companies maintain clean approvals and securities records so that an early financing does not create avoidable diligence issues later.

SAFE and convertible note rounds
Side letters and pro rata rights
Board and stockholder approvals
Regulation D and applicable securities filings
Cap table review before the next financing

Startup team meeting to review a seed financing

Series A and Later Venture Financings

As institutional investors join the cap table, financing becomes as much about control and governance as capital. We advise companies on term sheets, preferred stock terms, board composition, protective provisions, investor rights, voting agreements, rights of first refusal and co-sale arrangements, and closing documentation.

Because we work with companies beyond the seed stage, the same team can continue into Series B and later venture rounds rather than handing the company off when the financing becomes more complex.

Equity Plans, Options, and Executive Grants

Growing companies need equity programs that can recruit and retain employees without losing control of the cap table. We help establish and update equity incentive plans, document option and restricted stock grants, address vesting and acceleration terms, and coordinate corporate approvals.

We also assist with secondary sales, executive equity negotiations, and equity treatment in acquisitions and departures.

Commercial Contracts and Scaling Operations

Growth brings larger customers, more sophisticated vendors, and contracts that carry real operational risk. We draft and negotiate customer agreements, SaaS terms, MSAs, SOWs, licensing agreements, vendor agreements, partnership arrangements, and related commercial documents.

For companies selling to enterprise customers, we also address privacy, data security, AI, indemnification, service levels, and liability terms that often become part of the sales process.

Software startup team reviewing SaaS customer terms on a laptop

SaaS Agreements, Terms of Service, and Privacy Policies

For software and online businesses, customer-facing terms are often the most frequently used legal documents in the company. We draft SaaS subscription agreements, enterprise master agreements, order forms, and service level terms, and we negotiate customer redlines on behalf of companies selling to larger buyers.

We also prepare the terms that govern a company’s website and product, including terms of service, privacy policies, acceptable use policies, and data processing agreements, and help align them with how the product actually collects and uses data, including under California privacy laws such as the CCPA and CalOPPA.

SaaS subscription and enterprise license agreements
Website and app terms of service
Privacy policies and California privacy compliance
Data processing agreements and security addenda
Acceptable use policies and service level terms

Trademarks and Brand Protection

A company name or product name that cannot be protected, or that conflicts with an existing mark, can become an expensive problem after launch. We help startups clear proposed names before committing to them, file federal trademark applications with the USPTO, and confirm that brand assets are owned by the company rather than an individual founder.

As the company grows, we help maintain registrations, address office actions, license marks to partners, and respond to conflicting uses.

Trademark clearance searches for company and product names
USPTO trademark applications, including intent-to-use filings
Office action responses and registration maintenance
Trademark licensing and brand ownership documentation

Outside General Counsel as the Company Grows

Many emerging companies need ongoing legal support before they need a full in-house department. Sutter Law can serve as outside general counsel for recurring contracts, governance, employment, equity, financing, and strategic questions, while staffing larger transactions when they arise.

Why Companies Choose Sutter Law

Experienced Business Counsel

Our attorneys work on the corporate, financing, commercial, and transaction issues that arise as private companies grow, allowing related issues to be handled in a coordinated way.

Direct Attorney Involvement

Clients work directly with the attorneys responsible for the matter. The team is structured to keep senior lawyers involved rather than passing routine responsibility through multiple layers.

Bay Area and California Focus

We serve companies, founders, investors, and owners throughout the Bay Area and California, while regularly handling matters involving Delaware entities, national counterparties, and international operations.

Practical, Transaction-Oriented Advice

We focus on the legal issues that affect economics, control, timing, and execution, and coordinate with tax, accounting, financial, and other advisors when a matter crosses disciplines.

Frequently Asked Questions

Do you work with pre-seed and seed startups?

Yes. We form companies and handle early financing rounds, including SAFEs and convertible notes. We also structure the work so the company is prepared for later institutional rounds.

Will we outgrow Sutter Law?

Our practice is built to continue with companies as they grow. We handle later-stage financings, commercial contracts, governance, acquisitions, equity matters, and ongoing outside general counsel work.

What is an 83(b) election?

An 83(b) election is a federal tax election commonly considered when restricted stock is issued subject to vesting. The filing deadline is generally 30 days after the transfer, so founders should address it immediately with their legal and tax advisors.

When should we create an equity incentive plan?

Usually before the company begins making meaningful employee or advisor equity grants. The plan, share reserve, grant documents, approvals, and valuation process should be coordinated.

How should co-founders split equity?

There is no single correct split. Co-founders typically weigh contributions to date, expected time commitment, roles, and capital invested. Whatever the split, it should be paired with vesting so that ownership tracks continued involvement.

What happens to IP a founder created before the company was formed?

It generally belongs to the founder, not the company, until it is assigned in writing. A technology assignment agreement transfers that work to the company, which investors will expect to see in diligence.

Does a startup need terms of service and a privacy policy?

Most online businesses do. California law requires commercial websites and online services that collect personal information from California residents to post a privacy policy, and terms of service set the rules for how customers use the product and limit the company’s liability.

When should a startup file a trademark application?

Ideally after a clearance search and before significant spending on the brand. An intent-to-use application can be filed before the name is in use, which helps secure priority early.

When should a startup bring in counsel for a financing?

Ideally before signing the term sheet. Valuation, option pool treatment, investor rights, governance, and other major economics are often set before definitive documents are drafted.

Startup & Emerging Growth Companies Legal Resources from the Sutter Law Blog

Our attorneys publish practical guidance on corporate, financing, transaction, employment, privacy, intellectual property, and business-law issues. Recommended reading for founders:

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