Our General Counsel Services
Running a business means navigating complex legal, governance, and compliance challenges. VirtualCounsel provides outsourced general counsel support—covering board resolutions, governance audits, regulatory advisory, and strategic legal guidance—so your company can scale with confidence and stay protected.
Associate Attorney Consultation
Receive practical, business-focused legal guidance from a @VirtualCounsel Associate Attorney.
This one-hour consultation provides targeted legal support for corporate, transactional, or compliance matters that benefit from focused attorney guidance. Whether you’re seeking help reviewing a contract, clarifying entity obligations, or exploring next steps on a discrete legal issue, our Associate Attorneys deliver efficient, actionable advice tailored to your immediate needs.
Consultations are designed to provide clarity and next steps without overextending scope—helping you make confident decisions while maintaining alignment with your overall legal strategy.
Scope of Work
- One (1) hour consultation with @VC Associate Attorney ($500/hour)
Attorney phone or video consultation may take less than one hour; however, attorney time spent preparing, reviewing materials, or following up post-consultation is included, up to one (1) hour (e.g., email, notes, or brief work product).
VirtualCounsel, PC (i.e., @VirtualCounsel) is a virtual law firm headquartered in San Diego, CA. We are progressive corporate attorneys. We are a startup ourselves, and we built our law firm to serve startups in the way that we believe a professional service provider should serve their clients.
You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.
Senior Attorney Consultation
Receive focused legal guidance from a @VirtualCounsel Senior Attorney.
This one-hour consultation provides personalized legal advice on corporate, transactional, or compliance-related matters, led by a @VC Senior Attorney. Whether you’re addressing a specific legal question, exploring a new transaction, or seeking strategic input on company structure or risk management, this session offers direct, practical guidance tailored to your business.
Consultations are designed to provide clarity and actionable next steps—helping you make informed decisions while maintaining efficiency and compliance.
Scope of Work
- One (1) hour consultation with @VC Senior Attorney ($600/hour)
Attorney phone or video consultation may take less than one hour; however, attorney time spent preparing, reviewing materials, or following up post-consultation is included, up to one (1) hour (e.g., email, notes, or brief work product).
VirtualCounsel, PC (i.e., @VirtualCounsel) is a virtual law firm headquartered in San Diego, CA. We are progressive corporate attorneys. We are a startup ourselves, and we built our law firm to serve startups in the way that we believe a professional service provider should serve their clients.
You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.
Deals / Transactional Attorney Consultation
Receive specialized guidance on complex corporate, transactional, and deal-related matters.
This one-hour consultation provides access to @VirtualCounsel’s Transactional Counsel, offering sophisticated, deal-tested legal advice on matters involving mergers and acquisitions, financing, equity, or other high-stakes transactions. Whether you’re evaluating deal structure, negotiating key terms, or seeking strategic guidance on risk allocation and closing mechanics, our counsel delivers practical, informed recommendations rooted in deep transactional experience.
Consultations are designed to complement ongoing or prospective corporate work—helping founders, executives, and investors make confident decisions in fast-moving or sensitive deal environments.
Scope of Work
- One (1) hour consultation with @VC Transational Attorney ($750/hour)
Attorney phone or video consultation may take less than one hour; however, attorney time spent preparing, reviewing materials, or following up post-consultation is included, up to one (1) hour (e.g., email, notes, or brief work product).
VirtualCounsel, PC (i.e., @VirtualCounsel) is a virtual law firm headquartered in San Diego, CA. We are progressive corporate attorneys. We are a startup ourselves, and we built our law firm to serve startups in the way that we believe a professional service provider should serve their clients.
You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.
Board Consent
Document board approvals properly—when it matters most.
A Board Consent isn’t just a formality—it’s a legal necessity. Corporate actions like equity issuances, major contracts, officer appointments, or ratifications must be approved contemporaneously with the decision itself to remain valid and enforceable. Failing to document board approvals in real time can create costly compliance gaps, complicate future financings, and raise red flags in due diligence.
We prepare tailored Board Consents that reflect your company’s governance structure and state law requirements, ensuring your board’s decisions are properly authorized and recorded. Doing it right now avoids expensive cleanup later—and protects your company’s credibility when investors or auditors review your records.
Scope of Work
- Draft Board Consent customized to the specific corporate action being approved
- Consultation with Client via phone/email to confirm board authority, signatories, and transaction context
- Review and ensure alignment with Bylaws, Charter, and existing governance documents
- Finalize and circulate consent for signature via e-signature or board portal
- Provide execution-ready version and guidance for recordkeeping
Stockholder Consent
Capture shareholder approvals accurately and on time.
A Stockholder Consent formally records ownership approval of key corporate actions—executed in writing, contemporaneous with the decision itself. Whether approving amendments, electing directors, authorizing stock issuances, or ratifying transactions, timely documentation is legally required to validate the action and preserve compliance.
Delaying or skipping consents can cause serious governance issues—invalidating corporate actions, disrupting financings, or undermining future due diligence. We ensure your shareholder approvals are captured clearly, correctly, and contemporaneously, providing a defensible, investor-ready record of corporate activity.
Scope of Work
- Draft Stockholder Consent reflecting the approved corporate action and required ownership approvals
- Conduct consultation with Client via phone/email to confirm shareholder thresholds, signatories, and context
- Review and ensure consistency with Charter, Bylaws, and Cap Table
- Finalize and circulate consent for signature via e-signature or secure investor portal
- Provide execution-ready version and guidance for recordkeeping
Joint Consent
Secure major corporate approvals properly—when timing and precision matter most.
A Joint Consent combines both board and stockholder approvals into a single, coordinated written authorization—executed contemporaneously with the decision itself. This document is legally required to validate significant corporate actions such as equity financings, mergers, conversions, or charter amendments.
Completing these approvals after the fact can be costly and risky. Delayed or backdated consents may invalidate key actions, delay closings, or complicate investor due diligence. We ensure your approvals are executed correctly and on time—maintaining compliance, protecting corporate integrity, and keeping your transaction on track.
Scope of Work
- Draft Joint Consent tailored to the specific corporate action requiring both board and stockholder approval
- Consultation with Client via phone/email to confirm required approvals, signatories, and transaction details
- Review and ensure consistency with Charter, Bylaws, Stockholder Agreements, and Cap Table
- Finalize and circulate consent for execution via e-signature or board/investor portal
- Provide execution-ready version and guidance for recordkeeping
Tax Attorney Consultation
Receive specialized tax guidance from our experienced Of Counsel advisors.
While @VirtualCounsel does not provide tax preparation or accounting services, we collaborate closely with experienced Tax and Special Counsel who advise our clients on complex transactional, corporate, and equity-related tax matters. This one-hour consultation provides focused, practical guidance on issues such as entity structure, equity compensation, mergers and acquisitions, and other tax-sensitive transactions.
Consultations are designed to complement our legal and transactional work—helping you understand the tax implications of your business decisions and ensuring alignment between your legal strategy and financial goals.
Scope of Work
- One (1) hour consultation with @VC Of Counsel (Tax and Special Counsel, $750/hour)
Attorney phone or video consultation may take less than one hour; however, attorney time spent preparing, reviewing materials, or following up post-consultation is included, up to one (1) hour (e.g., email, notes, or brief work product).
Yes. Your entity type determines how your business is taxed. LLCs and S-Corps typically use pass-through taxation, where income flows to your personal return. C-Corps pay taxes at the corporate level, and shareholders are taxed again on dividends. Each structure has pros and cons depending on your income, growth goals, and fundraising plans.
It depends on structure (asset vs stock), parties’ jurisdictions, use of tax elections (e.g. 338), and deferred consideration. Always engage tax counsel early.
Regulatory Research and Advisory
Navigate complex regulations with confidence and clarity.
You know your industry better than anyone—we help you operate within it confidently and compliantly. Our Regulatory Research and Advisory service provides tailored, practical guidance to help your company navigate the laws and frameworks that govern your operations. Whether your needs involve marketing compliance, data privacy (GDPR/CCPA), healthcare regulations (HIPAA/FDA), or advertising and consumer protection (FTC), we deliver actionable advice rooted in deep legal and business experience.
We take a proactive, collaborative approach—clarifying how regulations apply to your specific model, evaluating operational and branding risks, and helping you scale without compliance surprises. From startups expanding into new markets to established companies refining their compliance programs, we translate complex regulatory requirements into practical steps that protect your business while supporting growth.
Scope of Work
- Consultation with Client via phone/email to define the regulatory questions, business objectives, and compliance priorities
- Research and analyze applicable federal, state, and/or international regulations impacting Client’s business or industry
- Prepare a written summary of research findings with practical recommendations tailored to Client’s operations and goals
- Present and discuss findings with Client, addressing implementation considerations, risk mitigation, and ongoing compliance strategy
- Provide follow-up advisory support to help operationalize recommendations and maintain compliance as regulations evolve
Include conditions precedent in the agreement (deal contingent on approvals). Also negotiate termination rights, refund or break-up fees, and fallback structure planning.
Most startups rely on outside counsel in the early stages. Hiring a full-time GC typically makes sense once the company has raised a significant round (Series B or later), has 50+ employees, or is managing complex contracts and regulatory issues. Until then, fractional or outside GCs can provide cost-effective support.
Corporate Governance Health Check
Strengthen your company’s governance infrastructure and investor confidence.
As your company grows, your governance framework must evolve with it. Our Corporate Governance Health Check provides a comprehensive evaluation of your board operations, compliance posture, and corporate documentation—ensuring your business remains audit-ready, investor-aligned, and legally sound.
We go beyond basic compliance to assess how effectively your governance structure supports decision-making, accountability, and long-term strategy. This engagement is ideal for companies that have raised capital, expanded their board, or are preparing for an acquisition or strategic reorganization.
Scope of Work
- Conduct a structural and governance review of your entity organization, capitalization, and ownership records
- Audit Bylaws, Operating Agreements, and Board policies for alignment with best practices and current operations
- Evaluate Board and Shareholder materials, including resolutions, consents, and meeting minutes
- Review state and regulatory filings to confirm good standing across jurisdictions
- Assess board composition, cadence, and oversight practices for efficiency and compliance
- Provide a written summary of findings and action plan with prioritized remediation recommendations
- Consultation with Client via phone/email to implement updates and establish ongoing governance protocols
Include conditions precedent in the agreement (deal contingent on approvals). Also negotiate termination rights, refund or break-up fees, and fallback structure planning.
Most startups rely on outside counsel in the early stages. Hiring a full-time GC typically makes sense once the company has raised a significant round (Series B or later), has 50+ employees, or is managing complex contracts and regulatory issues. Until then, fractional or outside GCs can provide cost-effective support.
Our General Counsel Offerings Guide
What our clients are saying
“@VC came in at a really critical time.
They actually ended up serving as a role of sales enablement by being a partner that can react quickly and get us the right kind of agreements in place with big enterprises.”
“@VC came in at a really critical time.
They actually ended up serving as a role of sales enablement by being a partner that can react quickly and get us the right kind of agreements in place with big enterprises.”
Bench Talent Cloud needed a legal partner that could keep up with its pivots, product advancements, and enterprise deal flow without slowing the business down. @VirtualCounsel stepped in as fractional General Counsel, handling SaaS agreements, MSA/SOWs, fundraising, cap table management, and even enabling enterprise sales by getting the right agreements in place fast.
@VC also represented Fulcrum Workforce Solutions (our original client) through a strategic merger with Open Assembly to create the technological powerhouse that is Bench Talent Cloud. Today, Bench has a seasoned legal team in its corner and a business that continues to grow.
"Great communication throughout. Professional and personable."
"Great communication throughout. Professional and personable."
Longview Labs needed a business formation partner that could make the process feel both straightforward and professional for a first-time founder. @VirtualCounsel delivered exactly that—a smooth, personable consultation that combined professionalism with clear communication. With the business properly formed, Longview Labs launched with a strong foundation and a legal team ready for the road ahead.
"I like that Daniel's team kept reminding me to attend to the foundational signatures required to keep the process moving. As a founder, I'm constantly getting my attention pulled away from the priorities -- and getting this corporation formed and initial stock allocated, was a priority (that I was inclined to drag my feet on)."
“We're a tech startup, so we don't have the luxury of finding out what we owe in legal fees at the end of the month based on an email or phone call we didn't know about. So having a consistent retainer that we can really trust in, depend on, and make budgeting decisions based off of is huge. I honestly have had the best experience working with @VirtualCounsel. Not just the predictability of payments, but more so the level of service has been above and beyond any service-based company I have ever worked with. "
"I think the most important thing is that I felt like I had counsel. I had someone that I could rely on regularly, whenever I had a concern. They mapped out everything I needed to do for the weeks and months ahead in order to keep my company compliant, stable, and secure so that I had the space to go out and do my work and do my business."
“We’re really grateful that @VirtualCounsel has been alongside us for our whole journey. Scrapping together legal documents is a bad idea, so we’re really glad we’ve had @VirtualCounsel from the beginning because those early decisions are impacting things we’re dealing with today and we’re really glad we had the whole professional structure set up.”
“With any other legal team, I’ve already had the experience that it’s going to be more expensive, more difficult, and just cause me heartache. Working with @VirtualCounsel is a HUGE difference – I tell everyone I can about how great @VirtualCounsel is, and I recommend them to anyone with a start-up or growing business. They've helped me with almost every single legal aspect of my business you can think of."
"I actually ENJOY talking with my legal team! They do everything so fast. The communication is so fast, you’re not calling a secretary, you’re not waiting. It’s all online where you can chat very very quickly with @VirtualCounsel in Slack and get your questions answered and then, if needed, you can hop on a quick call with them and go over what you actually need to do.”
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FAQs
A board advisor provides strategic or industry expertise but does not carry legal authority. General counsel, by contrast, ensures compliance, manages legal risks, and protects the company from liability. Both roles are valuable, but they serve different purposes.
Most startups rely on outside counsel in the early stages. Hiring a full-time GC typically makes sense once the company has raised a significant round (Series B or later), has 50+ employees, or is managing complex contracts and regulatory issues. Until then, fractional or outside GCs can provide cost-effective support.
Investors who feel informed and engaged are more likely to participate in follow-on rounds and make introductions to new investors.
Investor relations cover all investors, while board management focuses on directors who have governance authority. Both require structured communication.
Monthly or quarterly is standard. The key is consistency and clarity.
They don’t change the headline valuation but impact founder dilution and investor returns. This makes it critical to understand the full term sheet, not just the valuation number.
Traction is one of the strongest drivers. Revenue, user growth, and customer engagement make valuations more defensible.
Not always. An inflated valuation can create problems in later rounds if you can’t meet growth expectations, leading to down rounds.
It depends on your stage. Early-stage investors rely more on methods like Berkus and Scorecard, while later-stage investors lean on DCF and comps.
Most startups operate without legal guidance.
You’re making critical decisions without knowing the legal implications until it's too late.
You’re juggling vendors, partners, and compliance issues with no one to turn to for quick answers.
You're losing sleep over whether you're properly protected as you scale.
We get it, which is why we're your comprehensive on-demand counsel at your fingertips.
Your Formation Advantage
Strengthen Governance
Reduce Risk, Gain Confidence
Scalable Legal Support
General Counsel Support Without the Overhead
Partner with our general counsel experts for ongoing legal support. From board resolutions and governance audits to regulatory and tax advisory, we’ll handle compliance and strategy so you can focus on growing your business.