A Dedicated Legal Team at Your Fingertips
Single-Member LLC Formation
Form your LLC with clarity, protection, and confidence.
For solo founders, consultants, and small business owners, a Limited Liability Company (LLC) provides simplicity without sacrificing liability protection. We guide you through every step of the process to ensure your LLC is properly structured, compliant, and prepared for growth. Even single-member entities benefit from professional formation—getting it right from the start prevents costly fixes later, enhances credibility with investors, and lays a solid foundation for future expansion or conversion to a corporation.
Scope of Work
- Draft and file Articles of Organization to legally form the LLC with the state
- Draft Initial Member Consent and any necessary Resolutions to formalize company setup and management structure
- Draft a custom Operating Agreement designed for a single-member structure, ensuring separation of personal and business liability
- Draft Confidential Information and Invention Assignment Agreement (CIIAA) to protect intellectual property and proprietary assets
- Consultation with Client via phone/email regarding EIN registration, tax classification, foreign qualification, and banking setup
- Finalize and circulate all formation documents for e-signature and recordkeeping
Do I need an Operating Agreement for a Single Member LLC?
It’s not always required, but it’s strongly recommended to show business formalities and strengthen liability protection.
Is a Single Member LLC the same as a sole proprietorship?
No. While both are owned by one person, an SMLLC offers limited liability protection, unlike a sole proprietorship.
Can I pay myself a salary from my Single Member LLC?
As an SMLLC taxed as a disregarded entity, you generally take owner’s draws instead of a salary. If you elect corporate tax treatment, you can pay yourself a salary.
Stock Option Grant (ISO / NSO)
Grant stock options with clarity, compliance, and confidence.
We prepare customized Stock Option Grant Agreements issued under your company’s Equity Incentive Plan (EIP), ensuring each grant is properly structured, authorized, and documented for compliance and future diligence. Whether issuing Incentive Stock Options (ISOs) or Nonqualified Stock Options (NSOs), we help you understand the differences and select the structure that best aligns with your compensation strategy, tax considerations, and employee expectations.
This service delivers clean documentation, proper board approvals, and clear guidance on vesting, exercise mechanics, and equity administration—so you can issue option awards confidently and maintain a complete, compliant paper trail.
Scope of Work
- Draft Stock Option Grant Agreement tailored to Client’s EIP and specific award terms
- Draft corresponding Board Consent approving the stock option grant
- Conduct consultation with Client via phone/email to address ISO vs. NSO classification, vesting schedules, exercise mechanics, and other compliance considerations
- Finalize Grant Agreement and Board Consent for execution and circulation for e-signature
What is an 83(b) election and how does it relate to options?
An 83(b) election allows employees with early-exercised options to pay taxes at grant, potentially reducing future tax liability if the stock increases in value.
Do stock options always have value?
No. Stock options only create value if the company’s market value exceeds the strike price. Many startup options expire worthless.
SAFE
Raise early-stage capital efficiently with clear, compliant documentation.
We prepare customized Simple Agreements for Future Equity (SAFEs) that balance investor interests with your company’s long-term goals. Each agreement is tailored to your fundraising structure and valuation terms, ensuring your raise is compliant, investor-focused, and ready for execution. We also assist with investor communications/negotiations and deployment through cap table software like Carta, as needed.
Scope of Work
- Draft SAFE Agreement customized to Client’s fundraising structure, valuation cap, and discount terms
- Consultation with Client via phone/email to address relevant investor communications, execution logistics, and compliance considerations
- Negotiate with investors
- Coordinate deployment and record-keeping via Carta or other cap table management platforms, as applicable
- Finalize SAFE Agreement for execution and closing
Should I use SAFEs or convertible notes?
Both are common at the earliest stages. SAFEs are simpler and don’t carry interest or maturity dates, making them easier for founders. Convertible notes function as short-term debt and may be preferred by some investors who want added protection. Either way, model the impact on dilution before signing.
Can multiple SAFEs cause dilution issues?
Yes. Issuing SAFEs at different caps can lead to more dilution than founders expect when they all convert. Careful modeling is important.
Do SAFEs always include a valuation cap?
Not always. Some SAFEs are uncapped, though most include either a cap, a discount, or both to reward early investors.
Asset Purchase Agreement
Sell or acquire business assets with clarity, precision, and confidence.
We draft, negotiate, and finalize Asset Purchase Agreements (APAs) that clearly define what transfers, what doesn’t, and how liabilities are allocated. Whether you’re selling a division, acquiring a book of business, or buying out operational assets, we handle the full transaction lifecycle—from diligence to closing—ensuring compliance, efficiency, and risk control.
Scope of Work
- Consultation with Client via phone/email to define deal structure, asset scope, and transaction objectives
- Draft and negotiate Asset Purchase Agreement, including representations, warranties, covenants, and schedules of purchased and excluded assets
- Coordinate and manage due diligence review, disclosure schedules, and consents for assignment or transfer
- Draft and finalize ancillary agreements, such as bills of sale, assignments, transition services, and non-compete or employment agreements
- Manage closing mechanics, including signature packets, funds flow, and post-closing deliverables
- Provide ongoing consultation and guidance throughout negotiation, signing, and closing to ensure alignment with Client’s goals
Hourly
Due to the unpredictable nature and complexity of asset purchases, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most APAs range between $30,000–$40,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the transaction does not come to a close, the second payment installment shall be reduced to $10,000 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 80 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >100 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <60 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex asset transactions efficiently and effectively.
What is the biggest advantage of an asset purchase?
The ability to avoid inheriting unknown liabilities while selectively acquiring only valuable assets.
Can tax benefits make an asset purchase more attractive than a stock purchase?
Yes. Buyers often gain a stepped-up basis in acquired assets, creating valuable tax deductions.
Unilateral NDA
Safeguard your proprietary information before sharing it with third parties.
We prepare Unilateral Non-Disclosure Agreements designed to protect sensitive business, technical, or strategic information when disclosed to outside parties. Each NDA is drafted to be clear, enforceable, and appropriately scoped for your industry and use case.
Scope of Work
- Draft Unilateral Non-Disclosure Agreement customized to Client’s disclosure scenario
- Consultation with Client via phone/email to confirm information covered, duration, and confidentiality obligations
- Finalize NDA for execution and circulation for e-signature
Are NDAs enforceable?
Yes, but courts often scrutinize them. NDAs that are too broad or vague are harder to enforce.
Should contractors and employees sign NDAs?
Yes. Pair NDAs with confidentiality and IP assignment agreements to ensure ownership of work product and protection of sensitive data.
Do investors usually sign NDAs?
Most venture capitalists won’t sign NDAs at the pitch stage. However, some strategic investors or partners may sign if sensitive technical information is involved.
Contract Review
Understand what you're signing—clearly, confidently, and without surprises.
Not every contract needs redlining/negotiation, but every contract needs clarity. Our Contract Review service provides a precise, business-oriented analysis of your agreement so you understand the legal and practical implications before you commit. We help you spot risks, identify obligations, and evaluate whether the terms align with your goals—without engaging in redlines or counterparty negotiations.
This service is ideal when you want informed guidance and strategic perspective, but do not yet need revisions drafted or negotiation support.
Scope of Work
- Review contract provided by Client to identify key terms, risk areas, and operational obligations
- Prepare written or verbal feedback summarizing material issues, recommended adjustments, and strategic considerations
- Conduct consultation with Client via phone/email to walk through risks, business alignment, and potential negotiation points
- Provide high-level guidance on next steps, including whether contract redlining or negotiation is advisable
What is @VirtualCounsel?
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.
What level of contact will I have with my attorney if I’m a @VirtualCounsel subscriber?
You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.
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).
What is @VirtualCounsel?
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.
What level of contact will I have with my attorney if I’m a @VirtualCounsel subscriber?
You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.
Offer Letter
Extend employment offers with clarity, compliance, and professionalism.
We create tailored offer letters that clearly outline employment terms—such as compensation, benefits, at-will status, and key role details—while ensuring adherence to relevant federal and state regulations. This service enables you to formalize offers confidently and minimizes misunderstandings during the hiring process.
Scope of Work
- Draft Offer Letter tailored to the position, compensation structure, and jurisdiction
- Consultation with Client via phone/email to address relevant employment terms, compliance obligations, and onboarding considerations
- Finalize Offer Letter for execution and circulation for e-signature
Is an offer letter legally binding?
Most offer letters are not legally binding contracts, but they do outline expectations. Binding obligations often come from separate agreements, like equity grants or confidentiality agreements.
Why are offer letters important in startups?
They clarify compensation, benefits, and employment terms, reducing the risk of disputes and protecting the company legally.
Can I make an offer letter verbal instead of written?
It’s not recommended. A written letter avoids disputes, creates clarity, and provides a paper trail if questions arise later.
Unlimited calls, emails, Slack messages
Stay connected with your legal team whenever you need guidance, without worrying about billable hours.
We provide unlimited communication access through phone/video consultations, emails, and a dedicated Slack channel exclusively for your legal matters. Schedule consultations as often as needed, send questions via email at your convenience, and get real-time responses through your private Slack workspace. This offering ensures you have consistent legal support as your business grows and evolves—without surprise invoices for every interaction.
What's Included
- Schedule unlimited phone/video consultations based on attorney availability
- Send unlimited emails for legal questions, contract review requests, and strategic guidance
- Access to a dedicated Slack channel for real-time legal discussions and quick answers
- Direct communication with your attorney without per-message or per-call billing
All communication is subject to attorney availability and reasonable use. We're here to support your business needs while maintaining the quality and attention each matter deserves.
Multi-Member LLC Formation
Form your multi-member LLC the right way—clear agreements that prevent conflict and eliminate costly fixes later.
A Limited Liability Company (LLC) offers flexibility and simplicity, but when multiple members are involved, it’s essential to get the structure, agreements, and decision-making rules right from the start. We form your LLC with the same level of care applied to complex corporate setups—ensuring ownership interests, voting rights, and distributions are clearly defined to prevent conflict and confusion later.
Even for lean, early-stage teams, investing in a sophisticated formation process protects relationships, maintains compliance, and creates the clean ownership records investors and partners expect during due diligence.
Scope of Work
- Draft and file Articles of Organization to establish the LLC with the state
- Draft Initial Member Consent and Manager or Member Resolutions to formalize governance and operational authority
- Draft a custom Operating Agreement tailored to the LLC’s ownership, management structure, and economic terms
- Prepare Founder or Member Agreements, including contribution documentation and vesting provisions (if applicable)
- Draft Confidential Information and Invention Assignment Agreements (CIIAAs) to safeguard intellectual property and proprietary assets
- Consultation with Client via phone/email to address tax classification (partnership vs. corporation), foreign qualification, EIN registration, and banking setup
- Build a Pro Forma Cap Table or ownership schedule reflecting membership percentages and contributions
- Finalize and circulate all formation documents for e-signature and recordkeeping
Do I need an operating agreement for a Multi-Member LLC?
Yes. Even if your state does not legally require it, a written operating agreement is essential for outlining ownership, voting rights, profit distribution, and dispute resolution.
How are taxes filed for a Multi-Member LLC?
Multi-Member LLCs must file IRS Form 1065 (partnership tax return) and provide Schedule K-1 forms to each member. Each member then reports profits or losses on their personal tax return.
What is the difference between a Single-Member LLC and a Multi-Member LLC?
A Single-Member LLC has only one owner and is taxed as a disregarded entity by default, while a Multi-Member LLC has two or more owners and is taxed as a partnership unless corporate tax treatment is elected.
Convertible Note
Bridge capital confidently with a straightforward yet sophisticated convertible note.
We prepare customized Convertible Note Agreements designed to document early-stage financing rounds with clarity and compliance. Each note is structured to balance company flexibility and investor protection while maintaining alignment with future equity conversion. We also assist with investor communications/negotiations and deployment through cap table software such as Carta to ensure seamless execution and tracking.
Scope of Work
- Draft Convertible Promissory Note and related closing documentation
- Consultation with Client via phone/email to address financing terms, conversion mechanics, and investor communication strategy
- Negotiate with investors
- Coordinate execution and cap table deployment via Carta or other equity management platforms, as applicable
- Finalize Convertible Note for execution and closing
When should a startup consider raising with convertible notes?
They are most useful at the pre-seed and seed stage, or as bridge financing between rounds, when valuations are difficult to set and speed of funding is important.
Do convertible notes always convert into equity?
Most notes are designed to convert, but if no qualifying financing occurs by maturity, the company may need to repay the note or negotiate an extension.
What is the difference between a convertible note and a SAFE?
A convertible note is debt that converts into equity with interest and maturity terms. A SAFE (Simple Agreement for Future Equity) is not debt and has no maturity or interest, making it simpler but sometimes less investor-friendly.
Reorganization
Restructure your business with clarity, compliance, and confidence.
We guide companies through internal reorganizations, conversions, and ownership realignments designed to simplify structure, enhance efficiency, and position for growth or investment. Whether preparing for a financing, cleaning up a multi-entity structure, or realigning ownership among stakeholders, we provide steady guidance from planning through execution—ensuring compliance, coordination, and confidence at every step.
Scope of Work
- Consultation with Client via phone/email to define reorganization objectives, structure, and timeline
- Draft and finalize core documentation, including Plan of Reorganization, Conversion or Merger Agreements, and amendments to governing documents
- Prepare and coordinate supporting materials, including Board and Stockholder Consents, regulatory filings, and asset or IP assignments
- Collaborate with Client’s tax and financial advisors to ensure structural and tax efficiency
- Provide ongoing consultation and support through implementation and post-closing compliance
Hourly
Due to the unpredictable nature and complexity of reorganizations, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most reorganizations range between $35,000–$45,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of reorganization, or 25% in the event of "no close"*
*No Close: In the event the reorganization does not come to a close, the second payment installment shall be reduced to $10,000 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 80 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >100 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <60 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex reorganizations efficiently and effectively.
What types of reorganizations are most common?
The most common types include mergers, acquisitions, spin-offs, recapitalizations, and bankruptcy reorganizations. Each has different strategic and financial implications.
How long does a corporate reorganization usually take?
The timeline depends on complexity. Simple restructurings may take a few months, while larger mergers or court-ordered reorganizations can take a year or more.
When should a company seek legal counsel for a reorganization?
It is best to involve counsel early in the process. Attorneys can advise on structure, draft necessary documents, ensure regulatory compliance, and help preserve tax advantages.
Contract Redline / Negotiation
Protect your interests with precise revisions and strategic negotiation.
When a contract requires more than a read-through—when terms need to be adjusted, strengthened, or renegotiated—our Contract Redline / Negotiation service provides hands-on legal drafting and strategic support. We revise the agreement directly, identify and resolve risk areas, and help you secure terms that align with your business goals and risk tolerance.
This service is ideal when you want both clarity and action: a marked-up, negotiation-ready contract that reflects your preferred terms and positions.
Scope of Work
- Review contract provided by Client to identify risk areas, recommended revisions, and strategic issues
- Draft redlines and revisions to strengthen protections, clarify obligations, and align terms with Client objectives
- Conduct consultation with Client via phone/email to discuss material terms, risk allocation, negotiation strategy, and deal dynamics
- Negotiate with counterparty counsel or representatives, or equip Client with negotiation-ready redlines and positions
- Finalize contract for execution and circulation for e-signature, ensuring a clean closing package
What protections should I negotiate in the agreement?
Key protections include representations and warranties, indemnification caps and baskets, survival periods, escrow or holdback amounts, earn-outs, and carveouts (e.g. for tax, IP, regulatory matters).
What level of contact will I have with my attorney if I’m a @VirtualCounsel subscriber?
You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.
Employment Termination
Handle employee separations confidently and compliantly with clear documentation and process.
We prepare tailored termination materials that ensure compliance with applicable state and federal laws while maintaining professionalism and minimizing risk. This service helps you conclude employment relationships smoothly and consistently, protecting your business and supporting a respectful offboarding experience.
Scope of Work
- Draft Termination Letter and any required state-specific notices
- Consultation with Client via phone/email to address relevant compliance, timing, and communication considerations
- Finalize Termination Letter for implementation and circulate for e-signature
What’s the best way to tell the team about a termination?
Keep it professional, brief, and focused on the business. Avoid sharing details about performance or personal issues. Frame the update around the company’s future direction.
Do startups have to pay unused vacation after termination?
It depends on the state. For example, California requires payout of unused vacation, while other states leave it to company policy. Check your state’s rules before finalizing pay.
Mutual NDA
Protect your confidential information when collaborating or exploring new opportunities.
We draft Mutual Non-Disclosure Agreements that safeguard shared information between parties, allowing you to explore partnerships, transactions, and collaborations with confidence. Each agreement is tailored to your specific use case, balancing protection with practicality so business discussions can move forward efficiently.
Scope of Work
- Draft Mutual Non-Disclosure Agreement customized to Client’s specific purpose
- Consultation with Client via phone/email to address disclosure scope, term, and exclusions
- Finalize NDA for execution and circulation for e-signature
Are NDAs enforceable?
Yes, but courts often scrutinize them. NDAs that are too broad or vague are harder to enforce.
Should contractors and employees sign NDAs?
Yes. Pair NDAs with confidentiality and IP assignment agreements to ensure ownership of work product and protection of sensitive data.
Do investors usually sign NDAs?
Most venture capitalists won’t sign NDAs at the pitch stage. However, some strategic investors or partners may sign if sensitive technical information is involved.
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).
What is @VirtualCounsel?
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.
What level of contact will I have with my attorney if I’m a @VirtualCounsel subscriber?
You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.
Founder / Restricted Stock Purchase Agreement (FSPA / RSPA)
Establish founder and early team ownership with clear, compliant equity documentation.
We prepare customized Founder and Restricted Stock Purchase Agreements (FSPA / RSPA) that formalize equity ownership and protect your company’s long-term interests. These agreements define vesting, repurchase, and transfer terms to ensure your capitalization table remains clean, compliant, and investor-ready. Ideal for founders, early hires, or advisors receiving restricted stock at formation or during early growth.
Scope of Work
- Draft Founder / Restricted Stock Purchase Agreement tailored to Client’s capitalization and governance documents
- Draft corresponding Board Consent approving the issuance
- Consultation with Client via phone/email to address relevant vesting schedules, repurchase rights, and compliance considerations
- Finalize Founder / Restricted Stock Purchase Agreement and Board Consent for execution and circulation for e-signature
Do all employees in a startup receive equity?
Not always. Equity is more common in early-stage startups and higher-level roles, though many growing companies expand equity participation to create a stronger ownership culture.
How do investors view founder equity splits?
Investors prefer balanced and fair structures that reflect commitment and discourage disputes. Unequal or poorly documented splits can raise red flags.
How should co-founders split equity?
There’s no single formula. Many accelerators recommend equal splits to avoid resentment, since the majority of value creation lies ahead. Others prefer contribution-based allocations that reflect past input. What matters most is alignment and trust - and making sure all founder equity vests over time.
Corporate Formation
Form your corporation with precision, compliance, and confidence.
Getting your formation right from the start saves time, money, and headaches down the road. We help founders build their companies on a solid legal foundation—so when investors come calling, your structure, documentation, and equity records are already clean and ready for diligence. Even if you’re bootstrapped, taking a sophisticated approach early prevents costly fixes later, since restructuring or converting down the line is far more expensive and disruptive.
We handle every step of the incorporation process with the same level of care and foresight that institutional investors expect. From drafting your formation documents to issuing founder equity and protecting IP, we ensure your company is built to scale confidently and compliantly.
Scope of Work
- Draft and file the Certificate of Incorporation, ensuring your corporation is properly formed and recognized by the state
- Draft the Action by Sole Incorporator and Initial Board Consent to formally establish leadership, adopt governance documents, and authorize key corporate actions
- Draft custom Bylaws aligned with your governance structure and long-term growth goals
- Prepare Founder Restricted Stock Purchase Agreements, addressing vesting, transfer restrictions, and ownership structure
- Draft Confidential Information and Invention Assignment Agreements (CIIAAs) to protect the company’s intellectual property from inception
- Consultation with Client via phone/email to address 83(b) elections, foreign qualification, EIN registration, and corporate banking setup
- Build a Pro Forma Cap Table reflecting founder equity and ownership percentages, ready for investor review
- Finalize and circulate all corporate formation documents for e-signature and recordkeeping
Do I need a lawyer to incorporate?
You are not legally required to hire a lawyer to incorporate, and many states allow you to file online. However, legal guidance is highly recommended, especially if you have multiple founders, plan to raise capital, or need to issue equity. Mistakes at this stage can be costly to fix later.
When is the best time to incorporate my startup?
You should consider incorporation when you have created intellectual property, added co-founders, prepared for a product launch, started hiring employees, or plan to raise outside funding.
What happens if I don’t incorporate?
Without incorporation, you are personally liable for all debts, contracts, and lawsuits related to the business. You also lack formal ownership agreements, making disputes with partners more likely. Banks and investors are unlikely to take your business seriously without a formal entity.
Stock Award / Grant (RSA, RSU, SAR)
Issue equity awards confidently with clear, compliant documentation and board approval.
We prepare customized Stock Award and Grant Agreements issued under your company’s Equity Incentive Plan (EIP), ensuring each award aligns with your governance documents, capitalization structure, and long-term incentives strategy. This service covers a variety of award types—including Restricted Stock Awards (RSAs), Restricted Stock Units (RSUs), and Stock Appreciation Rights (SARs)—and offers thoughtful structuring around vesting, transfer restrictions, and compliance.
Whether you’re incentivizing executives, employees, advisors, or founders, we help you issue equity awards smoothly and confidently, while safeguarding your company’s interests and maintaining a compliant paper trail for future due diligence.
Scope of Work
- Draft Stock Award / Grant Agreement tailored to Client’s equity structure and award type
- Draft corresponding Board Consent approving the issuance
- Consultation with Client via phone/email to address vesting, transfer restrictions, and compliance considerations
- Finalize Stock Award / Grant Agreement and Board Consent for execution and circulation for e-signature
What’s the difference between RSAs and RSUs?
- RSAs (Restricted Stock Awards): Shares are issued upfront, subject to repurchase rights if unvested. Best for founders and early hires when valuation is low.
- RSUs (Restricted Stock Units): Shares are delivered only when vesting is complete. Best for later-stage hires when valuation is high.
When should a startup use RSAs instead of RSUs?
RSAs are generally more effective for very early-stage startups with low valuations, since they allow employees and founders to lock in minimal tax liability through an 83(b) election.
Which is more favorable for employees—RSAs or RSUs?
It depends on company stage. RSAs can be advantageous early on, while RSUs may be more predictable in later-stage or pre-IPO companies with higher valuations.
Stock Purchase Agreement
Transfer ownership with clarity, protection, and precision.
We guide clients through the sale or purchase of company equity under a Stock Purchase Agreement (SPA), ensuring the transaction is properly structured, documented, and compliant. Whether you’re a founder selling a controlling interest, an investor purchasing shares, or a company consolidating ownership, we handle every stage of the process—from diligence through closing—with experienced, deal-tested counsel.
Scope of Work
- Consultation with Client via phone/email to align on transaction structure, valuation, and closing objectives
- Draft and negotiate the Stock Purchase Agreement, including key representations, warranties, covenants, indemnities, and closing conditions
- Coordinate due diligence, disclosure schedules, and investor or stockholder approvals
- Draft and finalize ancillary documents, such as Board and Stockholder Consents, employment or consulting agreements, IP assignments, and transition services agreements
- Manage closing mechanics, including signature packets, funds flow, and post-closing deliverables
- Provide ongoing consultation and guidance throughout negotiation, signing, and closing
Hourly
Due to the unpredictable nature and complexity of stock purchases, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most SPAs range between $45,000–$55,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the transaction does not come to a close, the second payment installment shall be reduced to $12,500 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 100 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >125 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <75 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex asset transactions efficiently and effectively.
How is an SPA different from a term sheet?
The term sheet is a non-binding summary of key deal points. The SPA is the binding agreement that formalizes the transaction and contains detailed legal terms.
Do all investors sign the SPA?
Yes, all participating investors sign the SPA, along with the company. It governs the purchase of shares in that financing round.
Can the SPA include multiple closings?
Yes. Some SPAs allow staged investments or additional closings if investors commit to fund in tranches.
Confidential Information and Invention Assignment Agreement (CIIAA)
Ensure all intellectual property developed for your business is owned by your business.
We draft and finalize CIIAAs to secure your company’s ownership over all inventions, creative works, and confidential information developed by employees, contractors, or founders. This essential agreement is often a key diligence item in fundraising and acquisition contexts, protecting your IP assets long-term.
Scope of Work
- Draft Confidential Information and Invention Assignment Agreement for employees, founders, or contractors
- Consultation with Client via phone/email to address relevant ownership, confidentiality, and invention assignment terms
- Finalize CIIAA for implementation in onboarding or contractual workflows
What’s the difference between a CIIAA and a PIIAA?
They serve the same function - assigning inventions to the company and protecting confidentiality. The terminology varies by company or industry.
Do all employees need to sign a CIIAA?
Yes. Employees, contractors, and consultants who contribute to product development or intellectual property should sign a CIIAA to ensure the company owns all IP rights.
Disclosure Language
Communicate sensitive or required information clearly, accurately, and with legal protection.
We prepare customized disclosure language for use in contracts, investor materials, or public-facing communications. This service ensures that key information is disclosed appropriately—protecting your business while meeting compliance and transparency requirements.
Scope of Work
- Draft disclosure language tailored to Client’s purpose (e.g., investor materials, marketing collateral, policy statements, or client communications)
- Consultation with Client via phone/email to analyze disclosure context, risk exposure, and messaging alignment
- Finalize disclosure language for inclusion in documents, agreements, or public materials
Can I just use templates for contracts?
Templates are a useful starting point, but rarely sufficient on their own. Every deal has unique elements - scope, payment, IP, liability - that need tailoring. Using a template without legal review risks leaving out critical protections or including terms that don’t fit your situation.
What protections should I negotiate in the agreement?
Key protections include representations and warranties, indemnification caps and baskets, survival periods, escrow or holdback amounts, earn-outs, and carveouts (e.g. for tax, IP, regulatory matters).
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).
What is @VirtualCounsel?
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.
What level of contact will I have with my attorney if I’m a @VirtualCounsel subscriber?
You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.
Severance Agreement
Conclude employment relationships cleanly and compliantly while protecting your business interests.
We prepare customized severance agreements that balance compliance, clarity, and professionalism—helping you manage employee transitions confidently. Each agreement addresses release of claims, confidentiality, and other key terms, ensuring your company remains protected while maintaining a fair and respectful offboarding process.
Scope of Work
- Draft a Severance Agreement tailored to the Client’s specific employment separation
- Consult with the Client via phone or email to discuss relevant severance terms, release provisions, and compliance considerations
- Finalize the Severance Agreement for signing and circulate for e-signature
Are startups legally required to offer severance?
No. Severance is optional, unless a written contract or company policy guarantees it.
How much severance should a startup pay?
It varies. Many companies use a formula like two weeks of pay per year of service, but small startups may offer a flat amount instead.
What makes a severance agreement enforceable?
It must be clearly written, voluntary, and compliant with state and federal laws. Agreements with older workers have additional requirements under the Older Workers Benefit Protection Act.
Subscription Agreement
Close your private offering confidently with clear, compliant investor agreements.
We prepare Subscription Agreements that work in conjunction with your Private Placement Memorandum (PPM) to document investor participation and ensure your raise is fully compliant. Each agreement formalizes investor commitments, representations, and suitability disclosures—providing the necessary legal backbone to accept funds and issue equity or convertible instruments with confidence.
Scope of Work
- Draft Subscription Agreement tailored to Client’s fundraising structure, securities type, and applicable exemptions
- Integrate Subscription Agreement with the corresponding Private Placement Memorandum for a cohesive offering package
- Consultation with Client via phone/email to address investor execution process, fund acceptance, and compliance considerations
- Coordinate execution and cap table deployment via Carta or other equity management platforms, as applicable
- Finalize Subscription Agreement for distribution to investors and closing
Can I just use templates for contracts?
Templates are a useful starting point, but rarely sufficient on their own. Every deal has unique elements - scope, payment, IP, liability - that need tailoring. Using a template without legal review risks leaving out critical protections or including terms that don’t fit your situation.
Do I really need contracts if I trust the other party?
Yes. Trust is important, but contracts provide clarity and prevent misunderstandings. Even well-intentioned partners can recall terms differently months later. A contract protects both sides and preserves the relationship by setting expectations upfront.
Conversion (LLC-to-LLC)
Restructure your LLC cleanly, compliantly, and without disrupting ownership.
As your business evolves, there are times when an existing LLC structure no longer fits your operational, ownership, or strategic needs—whether due to changes in membership, governance, jurisdiction, or long-term planning. An LLC-to-LLC conversion allows you to reorganize while preserving continuity of the entity and its ownership, provided the process is executed correctly.
We guide you through the conversion process with the same level of care applied to more complex restructurings—ensuring compliance with state law, clarity around ownership interests, and a clean paper trail for future diligence. Done properly, this avoids downstream confusion, disputes among members, or costly corrective work later.
Scope of Work
- Draft and file Certificate of Conversion and new Articles of Organization with the applicable state(s)
- Draft Plan of Conversion addressing ownership continuity, capital accounts, and governance changes
- Draft Member Consents and Manager or Member Resolutions approving the conversion and authorizing the revised structure
- Draft or update Operating Agreement to reflect the post-conversion ownership, management, and economic terms
- Consultation with Client via phone/email regarding tax classification, EIN updates, banking changes, and contractual continuity
- Prepare updated ownership schedule or pro forma cap table reflecting the converted LLC structure
- Finalize all conversion documents and circulate for e-signature and recordkeeping
What is the difference between a Single-Member LLC and a Multi-Member LLC?
A Single-Member LLC has only one owner and is taxed as a disregarded entity by default, while a Multi-Member LLC has two or more owners and is taxed as a partnership unless corporate tax treatment is elected.
Can I convert my LLC to a C-Corp later?
Yes. Many startups begin as LLCs for simplicity and later convert to C-Corps to raise capital. However, conversions carry legal and tax implications. It’s usually easier and cheaper to start as a C-Corp if you know you’ll need it, but conversion is always an option.
Can a Single Member LLC be converted to an S Corp?
Yes. You can elect S Corporation status for tax purposes by filing Form 2553 with the IRS.
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
Equity Incentive Plan (EIP)
Design and implement an equity plan that drives alignment, retention, and growth.
We prepare a customized Equity Incentive Plan (EIP) that enables your company to issue options or other equity awards to employees, advisors, and directors. This service ensures your plan is investor-ready, compliant with applicable securities laws, and easy to manage as your company scales.
Scope of Work
- Draft comprehensive Equity Incentive Plan and related board and stockholder consents
- Draft form of Option Grant Agreement and related award documentation
- Consultation with Client via phone/email to address relevant plan design, vesting schedules, and compliance considerations including 409A
- Finalize Equity Incentive Plan and Agreements for adoption and implementation
What types of equity can be granted under an EIP?
An EIP can include stock options, restricted stock, RSUs, and other equity-based awards, giving flexibility to tailor compensation.
Do all startups need an equity incentive plan?
Yes. Even small teams benefit from setting aside equity early. Without one, you risk complications in hiring, fundraising, and future compliance.
Does the size of an option pool affect the acquisition price?
Yes. A larger pool can dilute per-share value, which impacts how acquisition proceeds are distributed among shareholders and option holders.
Promissory Note (Secured)
Document your loan or financing arrangement with clear, enforceable terms.
We prepare customized Promissory Notes and accompanying Security Agreements to formalize financing arrangements and protect both borrower and lender interests. This service ensures your loan documentation clearly defines repayment terms, interest rates, and collateral obligations while maintaining full compliance with applicable lending and security laws. Whether raising bridge financing or structuring an internal loan between stakeholders, we deliver clarity, compliance, and peace of mind.
Scope of Work
- Draft Term Sheet outlining key loan terms and collateral structure
- Draft Promissory Note and Note Purchase Agreement tailored to Client’s financing goals
- Draft Security Agreement establishing lien or collateral protection
- Consultation with Client via phone/email to address repayment terms, interest, collateral, and closing logistics
- Finalize all documents for execution and circulation for e-signature
Merger
Navigate your merger with precision, control, and confidence.
Mergers are among the most complex and high-stakes corporate transactions. They demand strategic coordination, meticulous documentation, and experienced counsel who can anticipate challenges before they arise. Whether combining entities for growth, simplifying a multi-entity structure, or positioning for acquisition, we manage every moving part—from diligence to closing—so you can focus on strategy and execution. Our team brings a steady hand and proven deal experience to ensure your transaction proceeds efficiently, compliantly, and in alignment with your goals.
Scope of Work
- Consultation with Client via phone/email to align on transaction structure, goals, and timeline
- Draft and negotiate the Merger Agreement, including key representations, warranties, covenants, and closing conditions
- Coordinate and manage due diligence review, disclosure schedules, and regulatory filings
- Draft or review ancillary agreements, such as employment offers, IP assignments, non-competes, transition services, and consents
- Manage closing mechanics, including signature packets, funds flow, and post-closing deliverables
- Provide ongoing consultation and guidance throughout negotiation, signing, and closing to ensure efficiency and alignment with Client’s objectives
Hourly
Due to the unpredictable nature and complexity of mergers, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most mergers range between $50,000–$70,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the transaction does not come to a close, the second payment installment shall be reduced to $15,000 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 120 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >150 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <90 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex asset transactions efficiently and effectively.
What is the difference between a merger and an acquisition?
A merger combines two or more companies into one surviving entity, while an acquisition occurs when one company purchases another’s stock or assets.
What role does due diligence play in mergers?
Due diligence is the process of investigating financial, legal, and operational risks before closing. It helps identify liabilities, verify valuations, and strengthen negotiation positions.
Do all mergers require regulatory approval?
Not all mergers require government approval, but larger transactions or deals in regulated industries may need clearance from agencies like the FTC, DOJ, or industry-specific regulators.
Alternative / Miscellaneous Agreements
Handle unique legal needs with customized agreements designed for flexibility and protection.
We prepare tailored agreements for specialized business needs such as Waiver and Release Agreements, Business Associate Agreements (BAAs), and other agreements not covered by our other services. This service ensures that one-off or industry-specific contracts are properly structured, compliant, and ready for implementation.
Scope of Work
- Draft specialized agreement tailored to Client’s specific purpose (e.g., Waiver, BAA, etc.)
- Consultation with Client via phone/email to address relevant business goals, compliance requirements, and practical use scenarios
- Finalize agreement for execution and immediate implementation
What are the “must-have” contracts for every startup?
At a minimum, most startups need:
- NDAs for protecting confidential information.
- Employment/contractor agreements with IP assignment clauses.
- Customer contracts (sales, SaaS, or licensing).
Terms of Service and Privacy Policy for digital products. Additional contracts like MSAs, vendor agreements, and partnership agreements become essential as the company grows.
Can I just use templates for contracts?
Templates are a useful starting point, but rarely sufficient on their own. Every deal has unique elements - scope, payment, IP, liability - that need tailoring. Using a template without legal review risks leaving out critical protections or including terms that don’t fit your situation.
Do I really need contracts if I trust the other party?
Yes. Trust is important, but contracts provide clarity and prevent misunderstandings. Even well-intentioned partners can recall terms differently months later. A contract protects both sides and preserves the relationship by setting expectations upfront.
Independent Contractor / Consultant / Advisor Agreement
Engage independent professionals with clarity, compliance, and confidence.
We draft customized agreements for independent contractors, consultants, and advisors that define deliverables, compensation, and intellectual property ownership. This service ensures your business relationships are clearly structured, compliant, and aligned with your operational goals.
Scope of Work
- Draft Independent Contractor / Consultant / Advisor Agreement tailored to Client’s engagement, deliverables, and compensation structure
- Consultation with Client via phone/email to address relevant classification, IP ownership, confidentiality, and compliance considerations
- Finalize Agreement for execution and circulation for e-signature
Do contractors get the same benefits as employees?
No. Independent contractors are responsible for their own benefits, insurance, and tax obligations unless you choose to offer additional perks in the contract.
When should startups use contractors instead of employees?
Contractors are best for short-term, specialized, or non-core projects. Employees are necessary for ongoing roles central to your business.
Can contractors or international employees receive equity?
Yes, but typically through NSOs, RSUs, or phantom equity rather than ISOs. International employees may require country-specific equity plans due to tax and legal differences. Always consult counsel before granting equity outside the U.S.
Trademark (U.S. Identical Search)
Confirm your brand’s availability before you invest in it.
A U.S. Identical Trademark Search identifies any identical marks already registered or pending with the USPTO. This essential first step helps you avoid infringement risks, rebranding costs, and registration delays before launching a new brand, product, or logo.
Trademark services are provided through @VirtualCounsel’s trusted Of Counsel Intellectual Property (IP) firm, offering clients preferred, pre-negotiated rates and seamless coordination.
Fees include all vendor and search costs and cover up to three (3) trademark classes. Additional fees apply for searches covering more than three (3) classes.
Scope of Work
- Conduct U.S. Identical Trademark Search (up to three (3) classes; additional fees apply for additional classes)
- Deliver written search report summarizing existing identical marks, owners, and statuses
- Consultation via phone/email with IP attorney to review findings and discuss next steps
- Provide recommendations for filing strategy or alternative mark selection
Do I need to register a trademark or copyright to be protected?
No. Trademarks gain limited protection through use, and copyrights exist automatically upon creation. But registration strengthens your rights and makes enforcement much easier.
Should startups focus on trademarks, copyrights, or patents first?
It depends on your business. Most startups should prioritize trademarks for brand protection and copyrights for code and content. Patents make sense if you’ve built a unique, defensible innovation.
Conversion (Corporation-to-Corporation)
Reincorporate in Delaware with precision, compliance, and investor readiness.
As companies mature, many choose to move their corporate home to Delaware—the jurisdiction preferred by most investors and acquirers for its established corporate law, predictability, and ease of governance. Whether your business was originally incorporated in California, New York, or another state, we manage the full legal process to convert or domesticate your corporation to Delaware while maintaining ownership continuity and compliance with both jurisdictions.
Our approach ensures your corporate records, stock issuances, and board approvals transition seamlessly. We help you avoid the pitfalls of do-it-yourself filings and preserve your company’s good standing—setting you up for future financing, acquisitions, or an eventual exit.
Scope of Work
- Draft and file Certificate of Conversion and Certificate of Incorporation with the State of Delaware
- Draft and file Certificate of Dissolution or Withdrawal (if applicable) in the original jurisdiction
- Draft Plan of Conversion outlining continuity of ownership, share exchange, and corporate governance
- Draft Board and Stockholder Consents authorizing and approving the conversion
- Draft Bylaws and Updated Corporate Governance Documents consistent with Delaware law
- Consultation with Client via phone/email regarding Delaware compliance, tax registration, and registered agent setup
- Review and reconcile existing stock ledger and capitalization records to ensure accuracy under the new Delaware entity
- Finalize all conversion documents and circulate for e-signature and recordkeeping
What is corporate conversion?
Corporate conversion is the legal process of changing your business from one entity type to another, such as from an LLC to a C-Corporation, without dissolving and starting over.
Will corporate conversion affect existing contracts and tax IDs?
If done correctly, conversion preserves continuity, meaning contracts, tax IDs, and operating history typically remain intact.
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
Cap Table Setup and Management
Streamline your equity management with accurate, investor-ready capitalization records.
As Carta Certified Experts, we help you streamline equity management with precise, compliant cap table solutions. Clients onboarding through us enjoy 20% off Carta subscriptions, and while Carta is our preferred platform, we’re equally equipped to support cap tables built on other platforms.
This service includes a detailed review of all existing equity documentation—founder and employee stock agreements, investor agreements (including convertible notes, SAFEs, and warrants)—as well as the creation of a comprehensive pro forma cap table. We ensure your records are accurate, compliant, and ready for investors or auditors.
Scope of Work
- Analyze existing cap table and all supporting equity documentation
- Review Founder, Employee, and Investor Stock Purchase and Option Agreements
- Review Convertible Notes, SAFEs, and Warrants
- Build detailed Pro Forma Cap Table reflecting current and post-transaction ownership
- Consultation with Client via phone/email regarding 409A valuation planning and equity strategy
- Finalize Cap Table for compliance and investor readiness
What is the most common type of equity compensation for startups?
Stock options remain the most common, but RSAs and RSUs are increasingly popular depending on company stage and employee needs.
Do equity grants need formal documentation?
Absolutely. Grants should be approved by the board, backed by a 409A valuation, and issued through a written equity plan.
Term Sheet
Lay the groundwork for successful negotiations with a clear, investor-ready term sheet.
We prepare customized Term Sheets that define the key economic and governance terms of your financing—covering valuation, ownership, investor rights, and critical deal provisions. This service helps you set expectations early, avoid unnecessary friction in later-stage negotiations, and ensure all terms align with your business goals and compliance requirements.
Scope of Work
- Draft Term Sheet reflecting Client’s valuation, capitalization, and investment structure
- Consultation with Client via phone/email to discuss key provisions, negotiation strategy, and investor alignment
- Collaborate with investors or counsel to refine terms and address points of negotiation
- Finalize Term Sheet for circulation and execution
How is an SPA different from a term sheet?
The term sheet is a non-binding summary of key deal points. The SPA is the binding agreement that formalizes the transaction and contains detailed legal terms.
Service / Vendor Agreement
Protect your service relationships with clear, enforceable agreements that define expectations and deliverables.
We prepare tailored service or vendor agreements that outline project scope, deliverables, payment terms, and ownership rights—ensuring your business relationships operate smoothly and without ambiguity. Ideal for client engagements, vendor partnerships, or third-party service providers, this service helps you document work and mitigate risk with confidence.
Scope of Work
- Draft Service or Vendor Agreement tailored to Client’s operations, industry, and engagement type
- Consultation with Client via phone/email to address relevant scope, deliverables, and ownership considerations
- Review and revise to ensure clarity around payment terms, performance obligations, and termination rights
- Finalize Agreement for execution and circulation for e-signature
What is the difference between a vendor agreement and a service agreement?
They are often used interchangeably. Both define the terms under which a third party provides goods or services to your startup.
What risks do vendor agreements help reduce?
They protect your startup from disputes over scope, missed deadlines, unexpected costs, confidentiality breaches, and liability for vendor mistakes.
Can I just use the vendor’s standard contract?
You can, but vendor-provided contracts usually favor their interests. It’s important to review and negotiate terms that protect your business.
Employment Agreement
Hire confidently with clear, compliant employment terms that protect your business.
We prepare tailored employment agreements that define responsibilities, compensation, confidentiality, and termination terms—ensuring clarity for both employer and employee. This service helps you establish strong working relationships and reduce the risk of future disputes.
Scope of Work
- Draft Employment Agreement tailored to the specific role, compensation structure, and jurisdiction
- Consultation with Client via phone/email to address relevant terms, including employment classification, confidentiality, and compliance requirements
- Finalize Employment Agreement for execution and circulation for e-signature
Do startups need both an offer letter and an employment agreement?
Yes. The offer letter provides a summary of terms, while a formal employment agreement can cover more detailed obligations, protections, and restrictions.
Should startups use templates for employment and contractor agreements?
Templates are a good starting point but rarely cover the specific needs of your business. Customized agreements reduce risk and ensure compliance with state and federal laws.
Trademark (U.S. Filing – Intent-to-Use)
Reserve your brand name before going to market.
A U.S. Intent-to-Use Trademark Filing allows you to secure priority rights in a mark before you begin using it in commerce. This service includes complete support from initial strategy through registration, ensuring your filing is properly structured and monitored until your mark achieves full protection.
Trademark services are provided through @VirtualCounsel’s trusted Of Counsel Intellectual Property (IP) firm, offering clients preferred, pre-negotiated rates and seamless coordination.
Fees include all government, vendor, and official USPTO costs—covering the full process from filing through registration (including publication and registration reports), assuming no Office Actions or third-party oppositions.
Fees apply to one (1) mark in one (1) class; each additional class is $600.
Scope of Work
- Conduct initial filing strategy consultation with IP attorney to determine filing basis and appropriate classes
- Prepare and file Intent-to-Use Trademark Application with the USPTO
- Manage all USPTO filings, correspondence, and registration updates through publication and registration
- Consultation via phone/email with IP attorney to review progress and confirm deadlines for Statements of Use
- Provide guidance on ongoing maintenance and post-registration compliance
Do I need to register a trademark or copyright to be protected?
No. Trademarks gain limited protection through use, and copyrights exist automatically upon creation. But registration strengthens your rights and makes enforcement much easier.
Should startups focus on trademarks, copyrights, or patents first?
It depends on your business. Most startups should prioritize trademarks for brand protection and copyrights for code and content. Patents make sense if you’ve built a unique, defensible innovation.
Sell-Side / Buy-Side M&A Counsel
Navigate your company’s sale or acquisition with experienced, deal-tested counsel.
We represent business owners and buyers through the full M&A lifecycle—from initial term sheet to closing. Whether you’re selling your company, acquiring a competitor, or entering a strategic transaction, we act as your dedicated deal counsel—protecting your interests, managing complexity, and ensuring your transaction moves smoothly from diligence to close.
This service is ideal for clients who are negotiating a sale or acquisition but don’t yet know which deal structure—asset sale, stock sale, or merger—best fits their goals. We provide the strategic and legal guidance necessary to evaluate options, develop the right structure, and execute the transaction efficiently.
We handle the full scope of legal, strategic, and procedural work required in a sale or acquisition. That includes transaction planning, diligence coordination, negotiation strategy, and drafting and closing all key agreements. Throughout the process, we collaborate closely with your financial advisors, tax professionals, and opposing counsel to keep momentum and protect value.
Scope of Work
- Consultation with Client via phone/email to define transaction objectives, structure, and timeline
- Draft and negotiate key transaction documents, including Term Sheets, Letters of Intent (LOIs), and Purchase Agreements (Asset or Stock)
- Coordinate and manage due diligence review, disclosure schedules, and regulatory filings
- Prepare and finalize ancillary agreements, such as employment, non-compete, IP assignment, and transition services agreements
- Oversee closing mechanics, including wire instructions, e-signature coordination, and post-closing obligations
- Provide ongoing consultation and guidance throughout negotiation, diligence, signing, and closing
Hourly
Due to the unpredictable nature and complexity of mergers an acquisitions, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, the cost of most merger or acquisition counsel ranges between $60,000–$80,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the transaction does not come to a close, the second payment installment shall be reduced to $17,500 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 140 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >175 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <105 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex asset transactions efficiently and effectively.
What is the typical timeline for an M&A deal?
Most deals take 6–12 months from initial negotiations to full integration. Complex deals, cross-border structures, or regulatory approvals can stretch this longer.
What is the difference between a merger and an acquisition?
A merger combines two or more companies into one surviving entity, while an acquisition occurs when one company purchases another’s stock or assets.
How is tax treated in M&A?
It depends on structure (asset vs stock), parties’ jurisdictions, use of tax elections (e.g. 338), and deferred consideration. Always engage tax counsel early.
Investor-Ready Package
Position your company for fundraising success with clear, compliant, investor-grade documentation.
Whether you’re raising your first round or preparing for institutional investment, this service ensures your company is ready to meet investor expectations. We combine practical business strategy with legal precision to get your house in order—so you can focus on capital, not cleanup.
Scope of Work
- Conduct legal and structural review of company formation documents, governance materials, and capitalization table
- Identify and prioritize legal or operational gaps impacting investor readiness
- Draft or update key materials, such as Charter, Bylaws, Stock Purchase Agreements, or convertible instruments, as needed
- Consultation with Client via phone/email to address structure, investor relations, and closing logistics
- Build or refine pro forma cap table and prepare deliverables for investor review or due diligence
- Finalize documentation for investor presentation or financing readiness
What is @VirtualCounsel?
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.
What level of contact will I have with my attorney if I’m a @VirtualCounsel subscriber?
You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.
Master Services Agreement / Statement of Work (MSA / SOW)
Streamline recurring engagements with clear, consistent client and vendor documentation.
We draft comprehensive MSAs/SOWs that define the terms of ongoing service relationships and individual project deliverables. Common use cases include SaaS and technology services, professional consulting, and vendor engagements where work is performed over time or under multiple projects. This service ensures clarity, consistency, and enforceability across your business relationships.
Scope of Work
- Draft MSA / SOW templates tailored to Client’s business model and recurring engagement structure
- Consultation with Client via phone/email to address relevant scope, deliverables, service levels, and termination scenarios
- Review and revise drafts to align with Client’s operations and customer relationships
- Finalize agreements for execution and circulation for e-signature
What is the main difference between an MSA and an SOW?
An MSA sets the overall legal terms of the relationship, while an SOW outlines the specifics of an individual project.
How do MSAs and SOWs protect intellectual property?
These agreements clearly define who owns the work product, whether ownership transfers to the customer, or if your startup retains certain rights. This clarity helps prevent disputes later.
Do all startups need an MSA?
Not always, but if you plan to work with a customer or vendor on more than one project, an MSA saves significant time and prevents repeated negotiation.
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
Conversion (LLC-to-Corporation)
Convert your LLC into a corporation smoothly, strategically, and investor-ready.
As your business grows and attracts investors, converting from an LLC to a corporation is often a necessary step—but it’s one that must be done carefully to avoid disrupting ownership, tax status, or existing agreements. We guide you through every phase of the conversion process, ensuring compliance with state laws, alignment of ownership interests, and clean documentation for investor diligence.
Many founders form LLCs early for flexibility, but as investment opportunities arise, a properly executed conversion ensures your company is structured for long-term growth. We help you transition seamlessly—maintaining continuity of ownership while delivering the corporate structure investors expect.
Scope of Work
- Draft and file Certificate of Conversion and Certificate of Incorporation with the state
- Draft Plan of Conversion outlining ownership continuity, capitalization, and governance transition
- Draft Action by Members and Board Consents approving the conversion and authorizing new corporate governance
- Draft Bylaws and Founder Restricted Stock Purchase Agreements reflecting the new capital structure
- Draft Confidential Information and Invention Assignment Agreements (CIIAAs) to ensure intellectual property alignment under the new entity
- Consultation with Client via phone/email regarding tax treatment, 83(b) elections, EIN updates, and banking or contractual transitions
- Build a Pro Forma Cap Table reflecting ownership conversion and post-conversion capitalization
- Finalize all conversion documents and circulate for e-signature and recordkeeping
What is corporate conversion?
Corporate conversion is the legal process of changing your business from one entity type to another, such as from an LLC to a C-Corporation, without dissolving and starting over.
Will corporate conversion affect existing contracts and tax IDs?
If done correctly, conversion preserves continuity, meaning contracts, tax IDs, and operating history typically remain intact.
Employee Handbook
Establish clear policies and culture with a compliant, customized Employee Handbook.
We create a tailored Employee Handbook that reflects your company’s policies, values, and operational needs while maintaining compliance with federal and state employment laws. This service helps you set expectations, communicate standards, and protect your business through consistent and well-documented practices.
Scope of Work
- Draft Employee Handbook customized to Client’s size, structure, and jurisdiction
- Incorporate relevant policies on employment classification, benefits, conduct, leave, and discipline
- Consultation with Client via phone/email to address relevant HR, compliance, and internal communication considerations
- Finalize Handbook for distribution to employees and ongoing implementation
Do small startups need employee handbooks?
Yes. A handbook sets clear expectations and helps protect against legal claims, even for small teams.
Should startups use templates for employment and contractor agreements?
Templates are a good starting point but rarely cover the specific needs of your business. Customized agreements reduce risk and ensure compliance with state and federal laws.
Trademark (U.S. Filing – Use-Based)
Protect your brand that’s already in use.
A U.S. Use-Based Trademark Filing secures nationwide protection for marks already in commercial use. This comprehensive service includes strategy, preparation, filing, and management through registration—ensuring that your trademark is correctly filed, published, and maintained in compliance with USPTO requirements.
Trademark services are provided through @VirtualCounsel’s trusted Of Counsel Intellectual Property (IP) firm, offering clients preferred, pre-negotiated rates and seamless coordination.
Fees include all government, vendor, and official USPTO costs—covering the full process from filing through registration (including publication and registration reports), assuming no Office Actions or third-party oppositions.
Fees apply to one (1) mark in one (1) class; each additional class is $600.
Scope of Work
- Conduct initial filing strategy consultation with IP attorney to confirm filing basis, specimen requirements, and class coverage
- Prepare and file Use-Based Trademark Application with the USPTO
- Manage all USPTO filings, correspondence, and publication/registration updates through final issuance
- Consultation via phone/email with IP attorney to review filing progress, monitor publication, and confirm registration status
- Provide guidance on ongoing maintenance and renewal filings
Do I need to register a trademark or copyright to be protected?
No. Trademarks gain limited protection through use, and copyrights exist automatically upon creation. But registration strengthens your rights and makes enforcement much easier.
Should startups focus on trademarks, copyrights, or patents first?
It depends on your business. Most startups should prioritize trademarks for brand protection and copyrights for code and content. Patents make sense if you’ve built a unique, defensible innovation.
Private Placement Memorandum (PPM)
Raise capital confidently with a compliant, investor-ready Private Placement Memorandum.
We prepare comprehensive Private Placement Memorandums (PPMs) that disclose key details about your offering, company, and risk profile—ensuring compliance with applicable securities laws. The PPM works hand-in-hand with a Subscription Agreement to provide investors with full transparency before investing, protecting your company by documenting disclosures and investor acknowledgments in a single, cohesive offering package.
Scope of Work
- Draft Private Placement Memorandum tailored to Client’s fundraising structure, investor type, and applicable securities exemptions
- Coordinate integration with the corresponding Subscription Agreement to ensure consistency across offering materials
- Review and incorporate key company and offering details, including capitalization, risk factors, and use of proceeds
- Consultation with Client via phone/email to address disclosure requirements, investor communications, and compliance considerations
- Coordinate integration with cap table management software (e.g., Carta) for investor tracking and issuance, as applicable
- Finalize Private Placement Memorandum for investor distribution and closing
Can I just use templates for contracts?
Templates are a useful starting point, but rarely sufficient on their own. Every deal has unique elements - scope, payment, IP, liability - that need tailoring. Using a template without legal review risks leaving out critical protections or including terms that don’t fit your situation.
Do I really need contracts if I trust the other party?
Yes. Trust is important, but contracts provide clarity and prevent misunderstandings. Even well-intentioned partners can recall terms differently months later. A contract protects both sides and preserves the relationship by setting expectations upfront.
Benefit Corporation (B-Corp) / Social Purpose Corporation
Align profit with purpose through a compliant, credible structure.
For founders who want to build businesses that make an impact, forming a Benefit Corporation, B-Corp, or Social Purpose Corporation is a powerful way to balance profit and purpose. We help you structure and document your company to reflect your mission while maintaining compliance with state laws and investor expectations.
Many founders attempt to “bolt on” social purpose after forming a traditional entity, but doing it right from the start creates long-term credibility and investor confidence. Our team ensures your company’s charter, governance, and reporting obligations align with your mission—and we help you avoid common pitfalls around overlapping for-profit and nonprofit activities.
We also guide for-profit owners who wish to complement their mission-driven business with a related nonprofit entity, ensuring proper governance and compliance boundaries (“separation of church and state”) between the two.
Scope of Work
- Draft and file Articles of Incorporation (Benefit or Social Purpose Corporation) in the appropriate state
- Draft Action by Incorporator and Initial Board Consent establishing governance, mission purpose, and fiduciary standards
- Draft Bylaws reflecting the company’s public benefit or social purpose commitments
- Prepare Board and Shareholder Resolutions to adopt benefit reporting frameworks and mission-related obligations
- Consultation with Client via phone/email regarding B-Lab certification requirements, annual reporting standards, and compliance considerations
- Coordinate EIN registration, tax status setup, and related compliance filings
- Draft Conflict of Interest and Mission Alignment Policies to document and protect social purpose commitments
- Finalize all formation documents and circulate for e-signature and recordkeeping
What type of business structure should I choose for a startup?
Many startups begin as LLCs or C-corporations. The right choice depends on factors like your fundraising goals, tax strategy, and management style. A business attorney can help determine the best structure for your situation.
Commercial Agreement
Negotiate and execute complex commercial relationships with clarity and control.
We draft, review, and negotiate customized commercial agreements designed for recurring or high-value business transactions. This service covers agreements such as SaaS subscriptions, distribution, manufacturing, licensing, and partnership arrangements—ensuring your deals are structured efficiently, compliant with applicable laws, and aligned with your company’s strategic objectives.
Scope of Work
- Draft Commercial Agreement tailored to Client’s transaction type, structure, and industry
- Consultation with Client via phone/email to address relevant deal terms, risk allocation, and closing mechanics
- Review, redline, and revise to ensure clarity and compliance across all material terms
- Finalize Agreement for execution and circulation for e-signature
Can I use a template for commercial agreements?
Templates are a good starting point, but every deal has unique risks. Having counsel customize terms ensures your startup is protected.
What should startups prioritize when reviewing commercial agreements?
Focus on intellectual property rights, payment terms, liability limits, and termination clauses, as these areas create the most potential risk.
Employment Compliance Package
Build and maintain a compliant employment foundation that protects both your business and your onsite and remote/dispersed team.
We conduct a comprehensive compliance review of your employment framework—from policies and documentation to agreements and classification—to identify risks and ensure alignment with current federal and state employment laws. This service helps you maintain a consistent, compliant foundation that supports your people and operations.
Scope of Work
- Review and audit employment policies, procedures, and documentation for compliance
- Evaluate offer letters, employment agreements, and independent contractor classifications
- Review severance agreements, termination processes, and related documentation
- Draft or revise employment documents and policies to align with compliance standards
- Consultation with Client via phone/email to address relevant employment and compliance matters
- Finalize updated materials for implementation and employee distribution
What happens if a startup skips compliance steps during onboarding?
You risk fines, penalties, or lawsuits. For example, missing wage notices or payroll setup can trigger regulatory issues.
What’s the penalty for non-compliance?
Fines can reach up to €20 million or 4% of annual global revenue, whichever is higher. Even small startups have been fined for violations.
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).
Will incorporation affect my taxes?
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.
How is tax treated in M&A?
It depends on structure (asset vs stock), parties’ jurisdictions, use of tax elections (e.g. 338), and deferred consideration. Always engage tax counsel early.
Trademark (Global Identical Search)
Protect your brand before you expand internationally.
A Global Identical Trademark Search identifies existing identical marks registered or pending across international jurisdictions. This essential step helps you avoid costly conflicts before launching in new markets or expanding globally. By confirming brand availability early, you protect your company’s reputation, secure trademark rights abroad, and streamline future filings.
Trademark services are provided through @VirtualCounsel’s trusted Of Counsel Intellectual Property (IP) firm, offering clients preferred, pre-negotiated rates and seamless coordination.
Fees include all vendor and search costs and cover up to three (3) trademark classes. Additional fees apply for searches covering more than three (3) classes.
Scope of Work
- Conduct Global Identical Trademark Search across targeted jurisdictions
- Deliver written report identifying identical marks, owners, and active jurisdictions
- Consultation via phone/email with IP attorney to review results and discuss global filing strategy
- Provide recommendations for international brand protection and sequencing filings
Do I need to register a trademark or copyright to be protected?
No. Trademarks gain limited protection through use, and copyrights exist automatically upon creation. But registration strengthens your rights and makes enforcement much easier.
Should startups focus on trademarks, copyrights, or patents first?
It depends on your business. Most startups should prioritize trademarks for brand protection and copyrights for code and content. Patents make sense if you’ve built a unique, defensible innovation.
Bridge / Hybrid Financing
Secure short-term capital with flexible, investor-aligned financing documentation.
We help companies raise bridge or hybrid rounds using convertible or preferred-equity structures designed to balance investor expectations with your company’s long-term capitalization goals. This service covers everything from drafting and negotiating bridge notes or hybrid instruments to coordinating closing logistics and cap table updates on Carta. The result: a seamless, compliant financing that positions you for your next major round.
Scope of Work
- Draft and negotiate bridge or hybrid financing documents, including Convertible Notes, SAFEs, or Preferred Bridge Agreements as applicable
- Build and refine Pro Forma Cap Table, incorporating bridge and conversion modeling using Carta round-modeling tools
- Prepare governance and compliance documentation, including Board and Stockholder Consents, Management Rights Letters, and Closing Checklists
- Consultation with Client via phone/email to address structure, investor expectations, conversion mechanics, and closing logistics
- Coordinate with investors, counsel, and cap table platforms (e.g., Carta) to manage e-signatures, funds flow, and closing documentation
- Finalize financing documents for execution and ensure post-closing compliance
Hourly
Due to the unpredictable nature and complexity of financings, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most bridge financings range between $15,000–$25,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the fundraise does not come to a close, the second payment installment shall be reduced to $4,000 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 36 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >45 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <27 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex financings efficiently and effectively.
How do I know if my startup is ready to fundraise?
You’re ready to raise when you have clear evidence of progress — whether that’s a working MVP, early customer traction, or revenue growth. Raising too early, without proof points, often leads to rejection or unfavorable terms.
Do unusual stock structures affect fundraising?
Yes. Investors prefer simplicity and transparency. Complex or founder-heavy structures may deter investment unless clearly justified and carefully limited.
How can investor relations help with future fundraising?
Investors who feel informed and engaged are more likely to participate in follow-on rounds and make introductions to new investors.
Nonprofit Formation (501(c)(3))
Form your nonprofit on a clean, compliant foundation—built for impact, credibility, and long-term success.
We help mission-driven founders and business owners establish nonprofits with the same level of precision applied to any sophisticated enterprise. From state filings to IRS recognition, we ensure your nonprofit is structured correctly from the start—so you can focus on impact, not paperwork.
Many of our for-profit clients form strategically related nonprofits to expand their mission, strengthen community engagement, or align philanthropic initiatives with their core business. While this can be an effective strategy, it also introduces compliance risks. We help owner-operators navigate the “separation of church and state” between their for-profit and nonprofit entities—ensuring governance, finances, and operations remain distinct and fully compliant with IRS and state regulations.
Our approach prevents common pitfalls and ensures your organization launches on a clean, compliant foundation that supports long-term credibility with donors, regulators, and partners alike.
Scope of Work
- Draft and file Articles of Incorporation (Nonprofit) with the appropriate state agency
- Draft Bylaws tailored to nonprofit governance, board structure, and voting procedures
- Draft Action by Incorporator and Initial Board Consent to formalize appointments and operational authorizations
- Prepare and file IRS Form 1023-EZ (Application for Recognition of Exemption)
- Consultation with Client via phone/email regarding charitable purpose, related for-profit relationships, and state registration requirements
- Coordinate EIN registration and assist with state-level charitable solicitation filings (where applicable)
- Draft Conflict of Interest Policy and other required governance documents
- Finalize all formation and exemption materials and circulate for e-signature and submission
What is the first step in starting a non-profit organization?
The first step is defining a clear mission and purpose. This ensures your organization qualifies for IRS tax-exempt status and guides your governance structure.
How long does it take to get 501(c)(3) tax-exempt status?
The IRS typically takes 3 to 12 months to review and approve an application, depending on the complexity of your activities and the completeness of your filing.
Do non-profits pay taxes?
Most non-profits are exempt from federal income tax on mission-related income, but they must still pay taxes on unrelated business income. State and local exemptions may also apply.
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
What if the buyer doesn’t complete regulatory approvals or consents?
Include conditions precedent in the agreement (deal contingent on approvals). Also negotiate termination rights, refund or break-up fees, and fallback structure planning.
When should a startup hire in-house general counsel?
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.
Pre-Seed / Seed
Position your startup for growth with investor-ready documentation and guidance.
We help early-stage companies navigate the complexities of their first equity financing rounds with clear, comprehensive legal support. This service includes drafting and negotiating key financing documents, leveraging National Venture Capital Association (NVCA) model forms to ensure efficiency, alignment with investor expectations, and long-term scalability. We also prepare detailed cap tables and filings to maintain compliance and readiness for future rounds.
As a Carta Certified Experts, we also assist with Carta round-modeling tools and cap table deployment to ensure your equity records and investor communications remain accurate and integrated throughout the transaction.
Scope of Work
- Draft and negotiate key financing documents, including Term Sheet, Stock Purchase Agreement, and ancillary agreements (Investor Rights, Voting, and ROFR/Co-Sale)
- Build and refine Pro Forma Cap Table, including modeling investment scenarios using Carta round-modeling tools
- Draft governance and compliance documentation, including Restated Certificate of Incorporation, Stockholder and Board Consents, and Management Rights Letter
- Prepare supporting agreements and closing deliverables, such as Indemnification Agreements, Closing Checklist, and SEC filings under applicable exemptions
- Consultation with Client via phone/email to address structure, investor expectations, and closing logistics
- Coordinate with investors, counsel, and platforms (Carta or equivalent) to finalize documents, manage e-signatures, and oversee funds flow and closing
Hourly
Due to the unpredictable nature and complexity of financings, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most pre-seed/seed financings range between $20,000–$30,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the fundraise does not come to a close, the second payment installment shall be reduced to $6,250 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 50 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >62.5 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <37.5 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex financings efficiently and effectively.
What is the difference between pre-seed and seed funding?
Pre-seed supports MVP development and early testing, while seed funding typically backs a product already showing customer traction and involves formal equity.
How do I know if my startup is ready to fundraise?
You’re ready to raise when you have clear evidence of progress — whether that’s a working MVP, early customer traction, or revenue growth. Raising too early, without proof points, often leads to rejection or unfavorable terms.
How can investor relations help with future fundraising?
Investors who feel informed and engaged are more likely to participate in follow-on rounds and make introductions to new investors.
Terms of Service / Privacy Policy / Disclaimers
Protect your platform and users with tailored, compliant online policies.
We draft customized Terms of Service, Privacy Policy, and related website terms such as Cookies Policy and disclaimers—each built around your unique product design, data practices, and payment flows. This service ensures your online presence is transparent, compliant, and aligned with the way your business actually operates.
Scope of Work
- Consultation with Client via phone/email to analyze platform structure, user experience, flow of data, and flow of money to identify key compliance and risk considerations
- Draft Terms of Service, Privacy Policy, and supporting web terms (Cookies Policy, Disclaimers, etc.)
- Review and revise with Client to ensure alignment with product functionality and business objectives
- Finalize all policies for publication and implementation
How do Terms of Service work with a Privacy Policy?
Your ToS governs user behavior and platform rules, while your Privacy Policy explains how you collect and use data. Both are essential for compliance and trust.
How can startups build trust around privacy?
Be transparent, respond quickly to user requests, and show that you protect data. Investors and customers reward startups that treat privacy as a priority, not an afterthought.
Are Terms of Service legally binding?
Yes - if properly drafted and accepted (usually through clickwrap), TOS create an enforceable contract between you and your users.
Trademark (U.S. Confusingly Similar Search)
Identify potential conflicts before they become costly.
A U.S. Confusingly Similar Trademark Search provides a deeper analysis—examining not only identical marks but also similar ones that could block or challenge your registration. This search evaluates potential risks under USPTO standards for “likelihood of confusion,” helping you make informed decisions before filing.
Trademark services are provided through @VirtualCounsel’s trusted Of Counsel Intellectual Property (IP) firm, offering clients preferred, pre-negotiated rates and seamless coordination.
Fees include all vendor and search costs and cover up to three (3) trademark classes. Additional fees apply for searches covering more than three (3) classes.
Scope of Work
- Conduct U.S. Confusingly Similar Trademark Search
- Deliver comprehensive written search report analyzing potential conflicts and likelihood of confusion
- Consultation via phone/email with IP attorney to review findings and discuss filing strategy
- Provide recommendations for mark selection, refinement, or next steps
Do I need to register a trademark or copyright to be protected?
No. Trademarks gain limited protection through use, and copyrights exist automatically upon creation. But registration strengthens your rights and makes enforcement much easier.
Should startups focus on trademarks, copyrights, or patents first?
It depends on your business. Most startups should prioritize trademarks for brand protection and copyrights for code and content. Patents make sense if you’ve built a unique, defensible innovation.
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
What if the buyer doesn’t complete regulatory approvals or consents?
Include conditions precedent in the agreement (deal contingent on approvals). Also negotiate termination rights, refund or break-up fees, and fallback structure planning.
When should a startup hire in-house general counsel?
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.
Series A
Secure institutional investment with clarity, confidence, and investor-grade documentation.
We guide growth-stage companies through their Series A round, drafting and negotiating all principal financing documents and coordinating among investors, counsel, and platforms like Carta to ensure an efficient close. Using National Venture Capital Association (NVCA) model forms as a foundation, we tailor each agreement to your capitalization structure, investor mix, and governance requirements—helping you achieve a clean, compliant, and future-ready financing.
Scope of Work
- Draft and negotiate all primary and ancillary financing documents, including Term Sheet, Stock Purchase Agreement, and investor rights agreements (Investor Rights, Voting, ROFR/Co-Sale, Indemnification, Management Rights)
- Build and refine detailed Pro Forma Cap Table, including scenario modeling and deployment via Carta’s financing tools
- Prepare governance documentation (Restated Certificate of Incorporation, Board and Stockholder Consents) and closing materials (Closing Checklist, SEC filings, wire instructions, signature coordination)
- Consultation with Client via phone/email to address structure, investor expectations, and closing logistics
- Coordinate closing mechanics, execution, and post-closing compliance steps across all parties and platform
Hourly
Due to the unpredictable nature and complexity of financings, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most Series A financings range between $40,000–$60,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the fundraise does not come to a close, the second payment installment shall be reduced to $12,500 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 100 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >125 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <75 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex financings efficiently and effectively.
When should I raise a Series A?
Most companies pursue Series A once they can show consistent product-market fit, revenue growth, and a scalable business model.
Do unusual stock structures affect fundraising?
Yes. Investors prefer simplicity and transparency. Complex or founder-heavy structures may deter investment unless clearly justified and carefully limited.
How can investor relations help with future fundraising?
Investors who feel informed and engaged are more likely to participate in follow-on rounds and make introductions to new investors.
Trademark (Global Confusingly Similar Search)
Identify international brand conflicts before they disrupt your global strategy.
A Global Confusingly Similar Trademark Search provides an in-depth analysis of similar or potentially conflicting marks across multiple jurisdictions. This search identifies not just identical matches but also variations that could prevent or challenge your registrations abroad—helping you anticipate obstacles and shape a cohesive international trademark strategy.
Trademark services are provided through @VirtualCounsel’s trusted Of Counsel Intellectual Property (IP) firm, offering clients preferred, pre-negotiated rates and seamless coordination.
Fees include all vendor and search costs and cover up to three (3) trademark classes. Additional fees apply for searches covering more than three (3) classes.
Scope of Work
- Conduct Global Confusingly Similar Trademark Search across targeted jurisdictions
- Deliver comprehensive written report analyzing potential conflicts, likelihood of confusion, and regional risk factors
- Consultation via phone/email with IP attorney to review findings, address high-risk results, and discuss international filing strategy
- Provide recommendations for prioritizing jurisdictions, sequencing filings, or refining brand strategy
Do I need to register a trademark or copyright to be protected?
No. Trademarks gain limited protection through use, and copyrights exist automatically upon creation. But registration strengthens your rights and makes enforcement much easier.
Should startups focus on trademarks, copyrights, or patents first?
It depends on your business. Most startups should prioritize trademarks for brand protection and copyrights for code and content. Patents make sense if you’ve built a unique, defensible innovation.
Series B
Navigate your next growth round with experienced counsel and investor-grade documentation.
We guide companies through Series B and later-stage financings, where the stakes—and the scrutiny—rise. This service includes drafting and negotiating all principal financing and governance documents, coordinating among multiple investors, lead counsel, and platforms like Carta to manage closing efficiently. Leveraging NVCA model forms and years of deal experience, we help ensure your financing aligns with market standards, investor expectations, and your long-term capitalization strategy.
Scope of Work
- Draft and negotiate primary and ancillary financing documents, including Stock Purchase Agreement, Investor Rights Agreement, Voting Agreement, and related NVCA-standard forms
- Build and refine Pro Forma Cap Table, incorporating multi-round ownership structures and scenario modeling via Carta’s financing tools
- Prepare governance and compliance documentation, including Restated Certificate of Incorporation, Board and Stockholder Consents, and Management Rights Letters
- Coordinate diligence, disclosure schedules, and closing deliverables, including wire instructions, signature packets, and post-closing obligations
- Consultation with Client via phone/email to address structure, investor expectations, and closing logistics
- Manage all closing mechanics, execution, and post-closing compliance across parties and platforms
Hourly
Due to the unpredictable nature and complexity of financings, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most Series B financings range between $70,000–$90,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the fundraise does not come to a close, the second payment installment shall be reduced to $20,000 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 160 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >200 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <120 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex financings efficiently and effectively.
How do I know if my startup is ready to fundraise?
You’re ready to raise when you have clear evidence of progress — whether that’s a working MVP, early customer traction, or revenue growth. Raising too early, without proof points, often leads to rejection or unfavorable terms.
Do unusual stock structures affect fundraising?
Yes. Investors prefer simplicity and transparency. Complex or founder-heavy structures may deter investment unless clearly justified and carefully limited.
How can investor relations help with future fundraising?
Investors who feel informed and engaged are more likely to participate in follow-on rounds and make introductions to new investors.
For founders who know that it takes more than ChatGPT to get their startup off the ground.
Technology
Work with a law firm that meets you where you are—using modern tools that integrate seamlessly into your business.
We leverage best-in-class technology platforms to deliver legal services efficiently and transparently. From secure document management to equity administration and AI-powered client collaboration, our tech stack ensures you have real-time visibility into your legal matters while reducing administrative friction. No more outdated portal or clunky systems—just modern tools that work the way you do.
Our Technology Stack
- Slack - Direct messaging integration that embeds your legal team into your existing work flow, making us an extension of your team with real-time communication
- Google Drive - Cloud-based document storage and management system providing secure, organized access to all your legal files from anywhere
- Carta - Comprehensive cap table and equity management platform where we handle all equity matters in one place, including cap tables, 409A valuations, and fundraising coordination (we're a Certified Carta Partner Law Firm with Carta Certified Experts on staff)
- Counsel - AI-powered attorney-client portal that streamlines project requests, communications, and every aspect of our working relationship through intelligent automation
All platform access is included with your subscription at no additional cost.
What is the M&A process, and how long does it take?
The M&A process involves several stages, including due diligence, valuation, negotiations, contract drafting, and closing. The timeline varies depending on deal complexity, regulatory approvals, and financing considerations. While some transactions close in a few months, others may take a year or longer.
What is the M&A process, and how long does it take?
The M&A process involves several stages, including due diligence, valuation, negotiations, contract drafting, and closing. The timeline varies depending on deal complexity, regulatory approvals, and financing considerations. While some transactions close in a few months, others may take a year or longer.
What is the M&A process, and how long does it take?
The M&A process involves several stages, including due diligence, valuation, negotiations, contract drafting, and closing. The timeline varies depending on deal complexity, regulatory approvals, and financing considerations. While some transactions close in a few months, others may take a year or longer.
For teams scaling revenue, headcount, and operations — with or without outside capital.
Technology
Work with a law firm that meets you where you are—using modern tools that integrate seamlessly into your business.
We leverage best-in-class technology platforms to deliver legal services efficiently and transparently. From secure document management to equity administration and AI-powered client collaboration, our tech stack ensures you have real-time visibility into your legal matters while reducing administrative friction. No more outdated portal or clunky systems—just modern tools that work the way you do.
Our Technology Stack
- Slack - Direct messaging integration that embeds your legal team into your existing work flow, making us an extension of your team with real-time communication
- Google Drive - Cloud-based document storage and management system providing secure, organized access to all your legal files from anywhere
- Carta - Comprehensive cap table and equity management platform where we handle all equity matters in one place, including cap tables, 409A valuations, and fundraising coordination (we're a Certified Carta Partner Law Firm with Carta Certified Experts on staff)
- Counsel - AI-powered attorney-client portal that streamlines project requests, communications, and every aspect of our working relationship through intelligent automation
All platform access is included with your subscription at no additional cost.
What is the M&A process, and how long does it take?
The M&A process involves several stages, including due diligence, valuation, negotiations, contract drafting, and closing. The timeline varies depending on deal complexity, regulatory approvals, and financing considerations. While some transactions close in a few months, others may take a year or longer.
What is the M&A process, and how long does it take?
The M&A process involves several stages, including due diligence, valuation, negotiations, contract drafting, and closing. The timeline varies depending on deal complexity, regulatory approvals, and financing considerations. While some transactions close in a few months, others may take a year or longer.
What is the M&A process, and how long does it take?
The M&A process involves several stages, including due diligence, valuation, negotiations, contract drafting, and closing. The timeline varies depending on deal complexity, regulatory approvals, and financing considerations. While some transactions close in a few months, others may take a year or longer.
For maturing companies that deserve executive legal leadership without the cost of a full-time GC.
Technology
Work with a law firm that meets you where you are—using modern tools that integrate seamlessly into your business.
We leverage best-in-class technology platforms to deliver legal services efficiently and transparently. From secure document management to equity administration and AI-powered client collaboration, our tech stack ensures you have real-time visibility into your legal matters while reducing administrative friction. No more outdated portal or clunky systems—just modern tools that work the way you do.
Our Technology Stack
- Slack - Direct messaging integration that embeds your legal team into your existing work flow, making us an extension of your team with real-time communication
- Google Drive - Cloud-based document storage and management system providing secure, organized access to all your legal files from anywhere
- Carta - Comprehensive cap table and equity management platform where we handle all equity matters in one place, including cap tables, 409A valuations, and fundraising coordination (we're a Certified Carta Partner Law Firm with Carta Certified Experts on staff)
- Counsel - AI-powered attorney-client portal that streamlines project requests, communications, and every aspect of our working relationship through intelligent automation
All platform access is included with your subscription at no additional cost.
What is the M&A process, and how long does it take?
The M&A process involves several stages, including due diligence, valuation, negotiations, contract drafting, and closing. The timeline varies depending on deal complexity, regulatory approvals, and financing considerations. While some transactions close in a few months, others may take a year or longer.
What is the M&A process, and how long does it take?
The M&A process involves several stages, including due diligence, valuation, negotiations, contract drafting, and closing. The timeline varies depending on deal complexity, regulatory approvals, and financing considerations. While some transactions close in a few months, others may take a year or longer.
What is the M&A process, and how long does it take?
The M&A process involves several stages, including due diligence, valuation, negotiations, contract drafting, and closing. The timeline varies depending on deal complexity, regulatory approvals, and financing considerations. While some transactions close in a few months, others may take a year or longer.
Our flat fee services
Contract Review
Understand what you're signing—clearly, confidently, and without surprises.
Not every contract needs redlining/negotiation, but every contract needs clarity. Our Contract Review service provides a precise, business-oriented analysis of your agreement so you understand the legal and practical implications before you commit. We help you spot risks, identify obligations, and evaluate whether the terms align with your goals—without engaging in redlines or counterparty negotiations.
This service is ideal when you want informed guidance and strategic perspective, but do not yet need revisions drafted or negotiation support.
Scope of Work
- Review contract provided by Client to identify key terms, risk areas, and operational obligations
- Prepare written or verbal feedback summarizing material issues, recommended adjustments, and strategic considerations
- Conduct consultation with Client via phone/email to walk through risks, business alignment, and potential negotiation points
- Provide high-level guidance on next steps, including whether contract redlining or negotiation is advisable
What is @VirtualCounsel?
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.
What level of contact will I have with my attorney if I’m a @VirtualCounsel subscriber?
You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.
Contract Redline / Negotiation
Protect your interests with precise revisions and strategic negotiation.
When a contract requires more than a read-through—when terms need to be adjusted, strengthened, or renegotiated—our Contract Redline / Negotiation service provides hands-on legal drafting and strategic support. We revise the agreement directly, identify and resolve risk areas, and help you secure terms that align with your business goals and risk tolerance.
This service is ideal when you want both clarity and action: a marked-up, negotiation-ready contract that reflects your preferred terms and positions.
Scope of Work
- Review contract provided by Client to identify risk areas, recommended revisions, and strategic issues
- Draft redlines and revisions to strengthen protections, clarify obligations, and align terms with Client objectives
- Conduct consultation with Client via phone/email to discuss material terms, risk allocation, negotiation strategy, and deal dynamics
- Negotiate with counterparty counsel or representatives, or equip Client with negotiation-ready redlines and positions
- Finalize contract for execution and circulation for e-signature, ensuring a clean closing package
What protections should I negotiate in the agreement?
Key protections include representations and warranties, indemnification caps and baskets, survival periods, escrow or holdback amounts, earn-outs, and carveouts (e.g. for tax, IP, regulatory matters).
What level of contact will I have with my attorney if I’m a @VirtualCounsel subscriber?
You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.
Disclosure Language
Communicate sensitive or required information clearly, accurately, and with legal protection.
We prepare customized disclosure language for use in contracts, investor materials, or public-facing communications. This service ensures that key information is disclosed appropriately—protecting your business while meeting compliance and transparency requirements.
Scope of Work
- Draft disclosure language tailored to Client’s purpose (e.g., investor materials, marketing collateral, policy statements, or client communications)
- Consultation with Client via phone/email to analyze disclosure context, risk exposure, and messaging alignment
- Finalize disclosure language for inclusion in documents, agreements, or public materials
Can I just use templates for contracts?
Templates are a useful starting point, but rarely sufficient on their own. Every deal has unique elements - scope, payment, IP, liability - that need tailoring. Using a template without legal review risks leaving out critical protections or including terms that don’t fit your situation.
What protections should I negotiate in the agreement?
Key protections include representations and warranties, indemnification caps and baskets, survival periods, escrow or holdback amounts, earn-outs, and carveouts (e.g. for tax, IP, regulatory matters).
Alternative / Miscellaneous Agreements
Handle unique legal needs with customized agreements designed for flexibility and protection.
We prepare tailored agreements for specialized business needs such as Waiver and Release Agreements, Business Associate Agreements (BAAs), and other agreements not covered by our other services. This service ensures that one-off or industry-specific contracts are properly structured, compliant, and ready for implementation.
Scope of Work
- Draft specialized agreement tailored to Client’s specific purpose (e.g., Waiver, BAA, etc.)
- Consultation with Client via phone/email to address relevant business goals, compliance requirements, and practical use scenarios
- Finalize agreement for execution and immediate implementation
What are the “must-have” contracts for every startup?
At a minimum, most startups need:
- NDAs for protecting confidential information.
- Employment/contractor agreements with IP assignment clauses.
- Customer contracts (sales, SaaS, or licensing).
Terms of Service and Privacy Policy for digital products. Additional contracts like MSAs, vendor agreements, and partnership agreements become essential as the company grows.
Can I just use templates for contracts?
Templates are a useful starting point, but rarely sufficient on their own. Every deal has unique elements - scope, payment, IP, liability - that need tailoring. Using a template without legal review risks leaving out critical protections or including terms that don’t fit your situation.
Do I really need contracts if I trust the other party?
Yes. Trust is important, but contracts provide clarity and prevent misunderstandings. Even well-intentioned partners can recall terms differently months later. A contract protects both sides and preserves the relationship by setting expectations upfront.
Service / Vendor Agreement
Protect your service relationships with clear, enforceable agreements that define expectations and deliverables.
We prepare tailored service or vendor agreements that outline project scope, deliverables, payment terms, and ownership rights—ensuring your business relationships operate smoothly and without ambiguity. Ideal for client engagements, vendor partnerships, or third-party service providers, this service helps you document work and mitigate risk with confidence.
Scope of Work
- Draft Service or Vendor Agreement tailored to Client’s operations, industry, and engagement type
- Consultation with Client via phone/email to address relevant scope, deliverables, and ownership considerations
- Review and revise to ensure clarity around payment terms, performance obligations, and termination rights
- Finalize Agreement for execution and circulation for e-signature
What is the difference between a vendor agreement and a service agreement?
They are often used interchangeably. Both define the terms under which a third party provides goods or services to your startup.
What risks do vendor agreements help reduce?
They protect your startup from disputes over scope, missed deadlines, unexpected costs, confidentiality breaches, and liability for vendor mistakes.
Can I just use the vendor’s standard contract?
You can, but vendor-provided contracts usually favor their interests. It’s important to review and negotiate terms that protect your business.
Master Services Agreement / Statement of Work (MSA / SOW)
Streamline recurring engagements with clear, consistent client and vendor documentation.
We draft comprehensive MSAs/SOWs that define the terms of ongoing service relationships and individual project deliverables. Common use cases include SaaS and technology services, professional consulting, and vendor engagements where work is performed over time or under multiple projects. This service ensures clarity, consistency, and enforceability across your business relationships.
Scope of Work
- Draft MSA / SOW templates tailored to Client’s business model and recurring engagement structure
- Consultation with Client via phone/email to address relevant scope, deliverables, service levels, and termination scenarios
- Review and revise drafts to align with Client’s operations and customer relationships
- Finalize agreements for execution and circulation for e-signature
What is the main difference between an MSA and an SOW?
An MSA sets the overall legal terms of the relationship, while an SOW outlines the specifics of an individual project.
How do MSAs and SOWs protect intellectual property?
These agreements clearly define who owns the work product, whether ownership transfers to the customer, or if your startup retains certain rights. This clarity helps prevent disputes later.
Do all startups need an MSA?
Not always, but if you plan to work with a customer or vendor on more than one project, an MSA saves significant time and prevents repeated negotiation.
Commercial Agreement
Negotiate and execute complex commercial relationships with clarity and control.
We draft, review, and negotiate customized commercial agreements designed for recurring or high-value business transactions. This service covers agreements such as SaaS subscriptions, distribution, manufacturing, licensing, and partnership arrangements—ensuring your deals are structured efficiently, compliant with applicable laws, and aligned with your company’s strategic objectives.
Scope of Work
- Draft Commercial Agreement tailored to Client’s transaction type, structure, and industry
- Consultation with Client via phone/email to address relevant deal terms, risk allocation, and closing mechanics
- Review, redline, and revise to ensure clarity and compliance across all material terms
- Finalize Agreement for execution and circulation for e-signature
Can I use a template for commercial agreements?
Templates are a good starting point, but every deal has unique risks. Having counsel customize terms ensures your startup is protected.
What should startups prioritize when reviewing commercial agreements?
Focus on intellectual property rights, payment terms, liability limits, and termination clauses, as these areas create the most potential risk.
Terms of Service / Privacy Policy / Disclaimers
Protect your platform and users with tailored, compliant online policies.
We draft customized Terms of Service, Privacy Policy, and related website terms such as Cookies Policy and disclaimers—each built around your unique product design, data practices, and payment flows. This service ensures your online presence is transparent, compliant, and aligned with the way your business actually operates.
Scope of Work
- Consultation with Client via phone/email to analyze platform structure, user experience, flow of data, and flow of money to identify key compliance and risk considerations
- Draft Terms of Service, Privacy Policy, and supporting web terms (Cookies Policy, Disclaimers, etc.)
- Review and revise with Client to ensure alignment with product functionality and business objectives
- Finalize all policies for publication and implementation
How do Terms of Service work with a Privacy Policy?
Your ToS governs user behavior and platform rules, while your Privacy Policy explains how you collect and use data. Both are essential for compliance and trust.
How can startups build trust around privacy?
Be transparent, respond quickly to user requests, and show that you protect data. Investors and customers reward startups that treat privacy as a priority, not an afterthought.
Are Terms of Service legally binding?
Yes - if properly drafted and accepted (usually through clickwrap), TOS create an enforceable contract between you and your users.
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).
What is @VirtualCounsel?
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.
What level of contact will I have with my attorney if I’m a @VirtualCounsel subscriber?
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).
What is @VirtualCounsel?
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.
What level of contact will I have with my attorney if I’m a @VirtualCounsel subscriber?
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).
What is @VirtualCounsel?
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.
What level of contact will I have with my attorney if I’m a @VirtualCounsel subscriber?
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).
Will incorporation affect my taxes?
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.
How is tax treated in M&A?
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
What if the buyer doesn’t complete regulatory approvals or consents?
Include conditions precedent in the agreement (deal contingent on approvals). Also negotiate termination rights, refund or break-up fees, and fallback structure planning.
When should a startup hire in-house general counsel?
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
What if the buyer doesn’t complete regulatory approvals or consents?
Include conditions precedent in the agreement (deal contingent on approvals). Also negotiate termination rights, refund or break-up fees, and fallback structure planning.
When should a startup hire in-house general counsel?
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.
Single-Member LLC Formation
Form your LLC with clarity, protection, and confidence.
For solo founders, consultants, and small business owners, a Limited Liability Company (LLC) provides simplicity without sacrificing liability protection. We guide you through every step of the process to ensure your LLC is properly structured, compliant, and prepared for growth. Even single-member entities benefit from professional formation—getting it right from the start prevents costly fixes later, enhances credibility with investors, and lays a solid foundation for future expansion or conversion to a corporation.
Scope of Work
- Draft and file Articles of Organization to legally form the LLC with the state
- Draft Initial Member Consent and any necessary Resolutions to formalize company setup and management structure
- Draft a custom Operating Agreement designed for a single-member structure, ensuring separation of personal and business liability
- Draft Confidential Information and Invention Assignment Agreement (CIIAA) to protect intellectual property and proprietary assets
- Consultation with Client via phone/email regarding EIN registration, tax classification, foreign qualification, and banking setup
- Finalize and circulate all formation documents for e-signature and recordkeeping
Do I need an Operating Agreement for a Single Member LLC?
It’s not always required, but it’s strongly recommended to show business formalities and strengthen liability protection.
Is a Single Member LLC the same as a sole proprietorship?
No. While both are owned by one person, an SMLLC offers limited liability protection, unlike a sole proprietorship.
Can I pay myself a salary from my Single Member LLC?
As an SMLLC taxed as a disregarded entity, you generally take owner’s draws instead of a salary. If you elect corporate tax treatment, you can pay yourself a salary.
Multi-Member LLC Formation
Form your multi-member LLC the right way—clear agreements that prevent conflict and eliminate costly fixes later.
A Limited Liability Company (LLC) offers flexibility and simplicity, but when multiple members are involved, it’s essential to get the structure, agreements, and decision-making rules right from the start. We form your LLC with the same level of care applied to complex corporate setups—ensuring ownership interests, voting rights, and distributions are clearly defined to prevent conflict and confusion later.
Even for lean, early-stage teams, investing in a sophisticated formation process protects relationships, maintains compliance, and creates the clean ownership records investors and partners expect during due diligence.
Scope of Work
- Draft and file Articles of Organization to establish the LLC with the state
- Draft Initial Member Consent and Manager or Member Resolutions to formalize governance and operational authority
- Draft a custom Operating Agreement tailored to the LLC’s ownership, management structure, and economic terms
- Prepare Founder or Member Agreements, including contribution documentation and vesting provisions (if applicable)
- Draft Confidential Information and Invention Assignment Agreements (CIIAAs) to safeguard intellectual property and proprietary assets
- Consultation with Client via phone/email to address tax classification (partnership vs. corporation), foreign qualification, EIN registration, and banking setup
- Build a Pro Forma Cap Table or ownership schedule reflecting membership percentages and contributions
- Finalize and circulate all formation documents for e-signature and recordkeeping
Do I need an operating agreement for a Multi-Member LLC?
Yes. Even if your state does not legally require it, a written operating agreement is essential for outlining ownership, voting rights, profit distribution, and dispute resolution.
How are taxes filed for a Multi-Member LLC?
Multi-Member LLCs must file IRS Form 1065 (partnership tax return) and provide Schedule K-1 forms to each member. Each member then reports profits or losses on their personal tax return.
What is the difference between a Single-Member LLC and a Multi-Member LLC?
A Single-Member LLC has only one owner and is taxed as a disregarded entity by default, while a Multi-Member LLC has two or more owners and is taxed as a partnership unless corporate tax treatment is elected.
Corporate Formation
Form your corporation with precision, compliance, and confidence.
Getting your formation right from the start saves time, money, and headaches down the road. We help founders build their companies on a solid legal foundation—so when investors come calling, your structure, documentation, and equity records are already clean and ready for diligence. Even if you’re bootstrapped, taking a sophisticated approach early prevents costly fixes later, since restructuring or converting down the line is far more expensive and disruptive.
We handle every step of the incorporation process with the same level of care and foresight that institutional investors expect. From drafting your formation documents to issuing founder equity and protecting IP, we ensure your company is built to scale confidently and compliantly.
Scope of Work
- Draft and file the Certificate of Incorporation, ensuring your corporation is properly formed and recognized by the state
- Draft the Action by Sole Incorporator and Initial Board Consent to formally establish leadership, adopt governance documents, and authorize key corporate actions
- Draft custom Bylaws aligned with your governance structure and long-term growth goals
- Prepare Founder Restricted Stock Purchase Agreements, addressing vesting, transfer restrictions, and ownership structure
- Draft Confidential Information and Invention Assignment Agreements (CIIAAs) to protect the company’s intellectual property from inception
- Consultation with Client via phone/email to address 83(b) elections, foreign qualification, EIN registration, and corporate banking setup
- Build a Pro Forma Cap Table reflecting founder equity and ownership percentages, ready for investor review
- Finalize and circulate all corporate formation documents for e-signature and recordkeeping
Do I need a lawyer to incorporate?
You are not legally required to hire a lawyer to incorporate, and many states allow you to file online. However, legal guidance is highly recommended, especially if you have multiple founders, plan to raise capital, or need to issue equity. Mistakes at this stage can be costly to fix later.
When is the best time to incorporate my startup?
You should consider incorporation when you have created intellectual property, added co-founders, prepared for a product launch, started hiring employees, or plan to raise outside funding.
What happens if I don’t incorporate?
Without incorporation, you are personally liable for all debts, contracts, and lawsuits related to the business. You also lack formal ownership agreements, making disputes with partners more likely. Banks and investors are unlikely to take your business seriously without a formal entity.
Conversion (LLC-to-LLC)
Restructure your LLC cleanly, compliantly, and without disrupting ownership.
As your business evolves, there are times when an existing LLC structure no longer fits your operational, ownership, or strategic needs—whether due to changes in membership, governance, jurisdiction, or long-term planning. An LLC-to-LLC conversion allows you to reorganize while preserving continuity of the entity and its ownership, provided the process is executed correctly.
We guide you through the conversion process with the same level of care applied to more complex restructurings—ensuring compliance with state law, clarity around ownership interests, and a clean paper trail for future diligence. Done properly, this avoids downstream confusion, disputes among members, or costly corrective work later.
Scope of Work
- Draft and file Certificate of Conversion and new Articles of Organization with the applicable state(s)
- Draft Plan of Conversion addressing ownership continuity, capital accounts, and governance changes
- Draft Member Consents and Manager or Member Resolutions approving the conversion and authorizing the revised structure
- Draft or update Operating Agreement to reflect the post-conversion ownership, management, and economic terms
- Consultation with Client via phone/email regarding tax classification, EIN updates, banking changes, and contractual continuity
- Prepare updated ownership schedule or pro forma cap table reflecting the converted LLC structure
- Finalize all conversion documents and circulate for e-signature and recordkeeping
What is the difference between a Single-Member LLC and a Multi-Member LLC?
A Single-Member LLC has only one owner and is taxed as a disregarded entity by default, while a Multi-Member LLC has two or more owners and is taxed as a partnership unless corporate tax treatment is elected.
Can I convert my LLC to a C-Corp later?
Yes. Many startups begin as LLCs for simplicity and later convert to C-Corps to raise capital. However, conversions carry legal and tax implications. It’s usually easier and cheaper to start as a C-Corp if you know you’ll need it, but conversion is always an option.
Can a Single Member LLC be converted to an S Corp?
Yes. You can elect S Corporation status for tax purposes by filing Form 2553 with the IRS.
Conversion (Corporation-to-Corporation)
Reincorporate in Delaware with precision, compliance, and investor readiness.
As companies mature, many choose to move their corporate home to Delaware—the jurisdiction preferred by most investors and acquirers for its established corporate law, predictability, and ease of governance. Whether your business was originally incorporated in California, New York, or another state, we manage the full legal process to convert or domesticate your corporation to Delaware while maintaining ownership continuity and compliance with both jurisdictions.
Our approach ensures your corporate records, stock issuances, and board approvals transition seamlessly. We help you avoid the pitfalls of do-it-yourself filings and preserve your company’s good standing—setting you up for future financing, acquisitions, or an eventual exit.
Scope of Work
- Draft and file Certificate of Conversion and Certificate of Incorporation with the State of Delaware
- Draft and file Certificate of Dissolution or Withdrawal (if applicable) in the original jurisdiction
- Draft Plan of Conversion outlining continuity of ownership, share exchange, and corporate governance
- Draft Board and Stockholder Consents authorizing and approving the conversion
- Draft Bylaws and Updated Corporate Governance Documents consistent with Delaware law
- Consultation with Client via phone/email regarding Delaware compliance, tax registration, and registered agent setup
- Review and reconcile existing stock ledger and capitalization records to ensure accuracy under the new Delaware entity
- Finalize all conversion documents and circulate for e-signature and recordkeeping
What is corporate conversion?
Corporate conversion is the legal process of changing your business from one entity type to another, such as from an LLC to a C-Corporation, without dissolving and starting over.
Will corporate conversion affect existing contracts and tax IDs?
If done correctly, conversion preserves continuity, meaning contracts, tax IDs, and operating history typically remain intact.
Conversion (LLC-to-Corporation)
Convert your LLC into a corporation smoothly, strategically, and investor-ready.
As your business grows and attracts investors, converting from an LLC to a corporation is often a necessary step—but it’s one that must be done carefully to avoid disrupting ownership, tax status, or existing agreements. We guide you through every phase of the conversion process, ensuring compliance with state laws, alignment of ownership interests, and clean documentation for investor diligence.
Many founders form LLCs early for flexibility, but as investment opportunities arise, a properly executed conversion ensures your company is structured for long-term growth. We help you transition seamlessly—maintaining continuity of ownership while delivering the corporate structure investors expect.
Scope of Work
- Draft and file Certificate of Conversion and Certificate of Incorporation with the state
- Draft Plan of Conversion outlining ownership continuity, capitalization, and governance transition
- Draft Action by Members and Board Consents approving the conversion and authorizing new corporate governance
- Draft Bylaws and Founder Restricted Stock Purchase Agreements reflecting the new capital structure
- Draft Confidential Information and Invention Assignment Agreements (CIIAAs) to ensure intellectual property alignment under the new entity
- Consultation with Client via phone/email regarding tax treatment, 83(b) elections, EIN updates, and banking or contractual transitions
- Build a Pro Forma Cap Table reflecting ownership conversion and post-conversion capitalization
- Finalize all conversion documents and circulate for e-signature and recordkeeping
What is corporate conversion?
Corporate conversion is the legal process of changing your business from one entity type to another, such as from an LLC to a C-Corporation, without dissolving and starting over.
Will corporate conversion affect existing contracts and tax IDs?
If done correctly, conversion preserves continuity, meaning contracts, tax IDs, and operating history typically remain intact.
Benefit Corporation (B-Corp) / Social Purpose Corporation
Align profit with purpose through a compliant, credible structure.
For founders who want to build businesses that make an impact, forming a Benefit Corporation, B-Corp, or Social Purpose Corporation is a powerful way to balance profit and purpose. We help you structure and document your company to reflect your mission while maintaining compliance with state laws and investor expectations.
Many founders attempt to “bolt on” social purpose after forming a traditional entity, but doing it right from the start creates long-term credibility and investor confidence. Our team ensures your company’s charter, governance, and reporting obligations align with your mission—and we help you avoid common pitfalls around overlapping for-profit and nonprofit activities.
We also guide for-profit owners who wish to complement their mission-driven business with a related nonprofit entity, ensuring proper governance and compliance boundaries (“separation of church and state”) between the two.
Scope of Work
- Draft and file Articles of Incorporation (Benefit or Social Purpose Corporation) in the appropriate state
- Draft Action by Incorporator and Initial Board Consent establishing governance, mission purpose, and fiduciary standards
- Draft Bylaws reflecting the company’s public benefit or social purpose commitments
- Prepare Board and Shareholder Resolutions to adopt benefit reporting frameworks and mission-related obligations
- Consultation with Client via phone/email regarding B-Lab certification requirements, annual reporting standards, and compliance considerations
- Coordinate EIN registration, tax status setup, and related compliance filings
- Draft Conflict of Interest and Mission Alignment Policies to document and protect social purpose commitments
- Finalize all formation documents and circulate for e-signature and recordkeeping
What type of business structure should I choose for a startup?
Many startups begin as LLCs or C-corporations. The right choice depends on factors like your fundraising goals, tax strategy, and management style. A business attorney can help determine the best structure for your situation.
Nonprofit Formation (501(c)(3))
Form your nonprofit on a clean, compliant foundation—built for impact, credibility, and long-term success.
We help mission-driven founders and business owners establish nonprofits with the same level of precision applied to any sophisticated enterprise. From state filings to IRS recognition, we ensure your nonprofit is structured correctly from the start—so you can focus on impact, not paperwork.
Many of our for-profit clients form strategically related nonprofits to expand their mission, strengthen community engagement, or align philanthropic initiatives with their core business. While this can be an effective strategy, it also introduces compliance risks. We help owner-operators navigate the “separation of church and state” between their for-profit and nonprofit entities—ensuring governance, finances, and operations remain distinct and fully compliant with IRS and state regulations.
Our approach prevents common pitfalls and ensures your organization launches on a clean, compliant foundation that supports long-term credibility with donors, regulators, and partners alike.
Scope of Work
- Draft and file Articles of Incorporation (Nonprofit) with the appropriate state agency
- Draft Bylaws tailored to nonprofit governance, board structure, and voting procedures
- Draft Action by Incorporator and Initial Board Consent to formalize appointments and operational authorizations
- Prepare and file IRS Form 1023-EZ (Application for Recognition of Exemption)
- Consultation with Client via phone/email regarding charitable purpose, related for-profit relationships, and state registration requirements
- Coordinate EIN registration and assist with state-level charitable solicitation filings (where applicable)
- Draft Conflict of Interest Policy and other required governance documents
- Finalize all formation and exemption materials and circulate for e-signature and submission
What is the first step in starting a non-profit organization?
The first step is defining a clear mission and purpose. This ensures your organization qualifies for IRS tax-exempt status and guides your governance structure.
How long does it take to get 501(c)(3) tax-exempt status?
The IRS typically takes 3 to 12 months to review and approve an application, depending on the complexity of your activities and the completeness of your filing.
Do non-profits pay taxes?
Most non-profits are exempt from federal income tax on mission-related income, but they must still pay taxes on unrelated business income. State and local exemptions may also apply.
Stock Option Grant (ISO / NSO)
Grant stock options with clarity, compliance, and confidence.
We prepare customized Stock Option Grant Agreements issued under your company’s Equity Incentive Plan (EIP), ensuring each grant is properly structured, authorized, and documented for compliance and future diligence. Whether issuing Incentive Stock Options (ISOs) or Nonqualified Stock Options (NSOs), we help you understand the differences and select the structure that best aligns with your compensation strategy, tax considerations, and employee expectations.
This service delivers clean documentation, proper board approvals, and clear guidance on vesting, exercise mechanics, and equity administration—so you can issue option awards confidently and maintain a complete, compliant paper trail.
Scope of Work
- Draft Stock Option Grant Agreement tailored to Client’s EIP and specific award terms
- Draft corresponding Board Consent approving the stock option grant
- Conduct consultation with Client via phone/email to address ISO vs. NSO classification, vesting schedules, exercise mechanics, and other compliance considerations
- Finalize Grant Agreement and Board Consent for execution and circulation for e-signature
What is an 83(b) election and how does it relate to options?
An 83(b) election allows employees with early-exercised options to pay taxes at grant, potentially reducing future tax liability if the stock increases in value.
Do stock options always have value?
No. Stock options only create value if the company’s market value exceeds the strike price. Many startup options expire worthless.
Founder / Restricted Stock Purchase Agreement (FSPA / RSPA)
Establish founder and early team ownership with clear, compliant equity documentation.
We prepare customized Founder and Restricted Stock Purchase Agreements (FSPA / RSPA) that formalize equity ownership and protect your company’s long-term interests. These agreements define vesting, repurchase, and transfer terms to ensure your capitalization table remains clean, compliant, and investor-ready. Ideal for founders, early hires, or advisors receiving restricted stock at formation or during early growth.
Scope of Work
- Draft Founder / Restricted Stock Purchase Agreement tailored to Client’s capitalization and governance documents
- Draft corresponding Board Consent approving the issuance
- Consultation with Client via phone/email to address relevant vesting schedules, repurchase rights, and compliance considerations
- Finalize Founder / Restricted Stock Purchase Agreement and Board Consent for execution and circulation for e-signature
Do all employees in a startup receive equity?
Not always. Equity is more common in early-stage startups and higher-level roles, though many growing companies expand equity participation to create a stronger ownership culture.
How do investors view founder equity splits?
Investors prefer balanced and fair structures that reflect commitment and discourage disputes. Unequal or poorly documented splits can raise red flags.
How should co-founders split equity?
There’s no single formula. Many accelerators recommend equal splits to avoid resentment, since the majority of value creation lies ahead. Others prefer contribution-based allocations that reflect past input. What matters most is alignment and trust - and making sure all founder equity vests over time.
Stock Award / Grant (RSA, RSU, SAR)
Issue equity awards confidently with clear, compliant documentation and board approval.
We prepare customized Stock Award and Grant Agreements issued under your company’s Equity Incentive Plan (EIP), ensuring each award aligns with your governance documents, capitalization structure, and long-term incentives strategy. This service covers a variety of award types—including Restricted Stock Awards (RSAs), Restricted Stock Units (RSUs), and Stock Appreciation Rights (SARs)—and offers thoughtful structuring around vesting, transfer restrictions, and compliance.
Whether you’re incentivizing executives, employees, advisors, or founders, we help you issue equity awards smoothly and confidently, while safeguarding your company’s interests and maintaining a compliant paper trail for future due diligence.
Scope of Work
- Draft Stock Award / Grant Agreement tailored to Client’s equity structure and award type
- Draft corresponding Board Consent approving the issuance
- Consultation with Client via phone/email to address vesting, transfer restrictions, and compliance considerations
- Finalize Stock Award / Grant Agreement and Board Consent for execution and circulation for e-signature
What’s the difference between RSAs and RSUs?
- RSAs (Restricted Stock Awards): Shares are issued upfront, subject to repurchase rights if unvested. Best for founders and early hires when valuation is low.
- RSUs (Restricted Stock Units): Shares are delivered only when vesting is complete. Best for later-stage hires when valuation is high.
When should a startup use RSAs instead of RSUs?
RSAs are generally more effective for very early-stage startups with low valuations, since they allow employees and founders to lock in minimal tax liability through an 83(b) election.
Which is more favorable for employees—RSAs or RSUs?
It depends on company stage. RSAs can be advantageous early on, while RSUs may be more predictable in later-stage or pre-IPO companies with higher valuations.
Equity Incentive Plan (EIP)
Design and implement an equity plan that drives alignment, retention, and growth.
We prepare a customized Equity Incentive Plan (EIP) that enables your company to issue options or other equity awards to employees, advisors, and directors. This service ensures your plan is investor-ready, compliant with applicable securities laws, and easy to manage as your company scales.
Scope of Work
- Draft comprehensive Equity Incentive Plan and related board and stockholder consents
- Draft form of Option Grant Agreement and related award documentation
- Consultation with Client via phone/email to address relevant plan design, vesting schedules, and compliance considerations including 409A
- Finalize Equity Incentive Plan and Agreements for adoption and implementation
What types of equity can be granted under an EIP?
An EIP can include stock options, restricted stock, RSUs, and other equity-based awards, giving flexibility to tailor compensation.
Do all startups need an equity incentive plan?
Yes. Even small teams benefit from setting aside equity early. Without one, you risk complications in hiring, fundraising, and future compliance.
Does the size of an option pool affect the acquisition price?
Yes. A larger pool can dilute per-share value, which impacts how acquisition proceeds are distributed among shareholders and option holders.
Cap Table Setup and Management
Streamline your equity management with accurate, investor-ready capitalization records.
As Carta Certified Experts, we help you streamline equity management with precise, compliant cap table solutions. Clients onboarding through us enjoy 20% off Carta subscriptions, and while Carta is our preferred platform, we’re equally equipped to support cap tables built on other platforms.
This service includes a detailed review of all existing equity documentation—founder and employee stock agreements, investor agreements (including convertible notes, SAFEs, and warrants)—as well as the creation of a comprehensive pro forma cap table. We ensure your records are accurate, compliant, and ready for investors or auditors.
Scope of Work
- Analyze existing cap table and all supporting equity documentation
- Review Founder, Employee, and Investor Stock Purchase and Option Agreements
- Review Convertible Notes, SAFEs, and Warrants
- Build detailed Pro Forma Cap Table reflecting current and post-transaction ownership
- Consultation with Client via phone/email regarding 409A valuation planning and equity strategy
- Finalize Cap Table for compliance and investor readiness
What is the most common type of equity compensation for startups?
Stock options remain the most common, but RSAs and RSUs are increasingly popular depending on company stage and employee needs.
Do equity grants need formal documentation?
Absolutely. Grants should be approved by the board, backed by a 409A valuation, and issued through a written equity plan.
Investor-Ready Package
Position your company for fundraising success with clear, compliant, investor-grade documentation.
Whether you’re raising your first round or preparing for institutional investment, this service ensures your company is ready to meet investor expectations. We combine practical business strategy with legal precision to get your house in order—so you can focus on capital, not cleanup.
Scope of Work
- Conduct legal and structural review of company formation documents, governance materials, and capitalization table
- Identify and prioritize legal or operational gaps impacting investor readiness
- Draft or update key materials, such as Charter, Bylaws, Stock Purchase Agreements, or convertible instruments, as needed
- Consultation with Client via phone/email to address structure, investor relations, and closing logistics
- Build or refine pro forma cap table and prepare deliverables for investor review or due diligence
- Finalize documentation for investor presentation or financing readiness
What is @VirtualCounsel?
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.
What level of contact will I have with my attorney if I’m a @VirtualCounsel subscriber?
You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.
Offer Letter
Extend employment offers with clarity, compliance, and professionalism.
We create tailored offer letters that clearly outline employment terms—such as compensation, benefits, at-will status, and key role details—while ensuring adherence to relevant federal and state regulations. This service enables you to formalize offers confidently and minimizes misunderstandings during the hiring process.
Scope of Work
- Draft Offer Letter tailored to the position, compensation structure, and jurisdiction
- Consultation with Client via phone/email to address relevant employment terms, compliance obligations, and onboarding considerations
- Finalize Offer Letter for execution and circulation for e-signature
Can I make an offer letter verbal instead of written?
It’s not recommended. A written letter avoids disputes, creates clarity, and provides a paper trail if questions arise later.
Why are offer letters important in startups?
They clarify compensation, benefits, and employment terms, reducing the risk of disputes and protecting the company legally.
Can I make an offer letter verbal instead of written?
It’s not recommended. A written letter avoids disputes, creates clarity, and provides a paper trail if questions arise later.
Employment Termination
Handle employee separations confidently and compliantly with clear documentation and process.
We prepare tailored termination materials that ensure compliance with applicable state and federal laws while maintaining professionalism and minimizing risk. This service helps you conclude employment relationships smoothly and consistently, protecting your business and supporting a respectful offboarding experience.
Scope of Work
- Draft Termination Letter and any required state-specific notices
- Consultation with Client via phone/email to address relevant compliance, timing, and communication considerations
- Finalize Termination Letter for implementation and circulate for e-signature
Do startups have to pay unused vacation after termination?
It depends on the state. For example, California requires payout of unused vacation, while other states leave it to company policy. Check your state’s rules before finalizing pay.
Severance Agreement
Conclude employment relationships cleanly and compliantly while protecting your business interests.
We prepare customized severance agreements that balance compliance, clarity, and professionalism—helping you manage employee transitions confidently. Each agreement addresses release of claims, confidentiality, and other key terms, ensuring your company remains protected while maintaining a fair and respectful offboarding process.
Scope of Work
- Draft a Severance Agreement tailored to the Client’s specific employment separation
- Consult with the Client via phone or email to discuss relevant severance terms, release provisions, and compliance considerations
- Finalize the Severance Agreement for signing and circulate for e-signature
What makes a severance agreement enforceable?
It must be clearly written, voluntary, and compliant with state and federal laws. Agreements with older workers have additional requirements under the Older Workers Benefit Protection Act.
How much severance should a startup pay?
It varies. Many companies use a formula like two weeks of pay per year of service, but small startups may offer a flat amount instead.
What makes a severance agreement enforceable?
It must be clearly written, voluntary, and compliant with state and federal laws. Agreements with older workers have additional requirements under the Older Workers Benefit Protection Act.
Independent Contractor / Consultant / Advisor Agreement
Engage independent professionals with clarity, compliance, and confidence.
We draft customized agreements for independent contractors, consultants, and advisors that define deliverables, compensation, and intellectual property ownership. This service ensures your business relationships are clearly structured, compliant, and aligned with your operational goals.
Scope of Work
- Draft Independent Contractor / Consultant / Advisor Agreement tailored to Client’s engagement, deliverables, and compensation structure
- Consultation with Client via phone/email to address relevant classification, IP ownership, confidentiality, and compliance considerations
- Finalize Agreement for execution and circulation for e-signature
Can contractors or international employees receive equity?
Yes, but typically through NSOs, RSUs, or phantom equity rather than ISOs. International employees may require country-specific equity plans due to tax and legal differences. Always consult counsel before granting equity outside the U.S.
When should startups use contractors instead of employees?
Contractors are best for short-term, specialized, or non-core projects. Employees are necessary for ongoing roles central to your business.
Can contractors or international employees receive equity?
Yes, but typically through NSOs, RSUs, or phantom equity rather than ISOs. International employees may require country-specific equity plans due to tax and legal differences. Always consult counsel before granting equity outside the U.S.
Employment Agreement
Hire confidently with clear, compliant employment terms that protect your business.
We prepare tailored employment agreements that define responsibilities, compensation, confidentiality, and termination terms—ensuring clarity for both employer and employee. This service helps you establish strong working relationships and reduce the risk of future disputes.
Scope of Work
- Draft Employment Agreement tailored to the specific role, compensation structure, and jurisdiction
- Consultation with Client via phone/email to address relevant terms, including employment classification, confidentiality, and compliance requirements
- Finalize Employment Agreement for execution and circulation for e-signature
Should startups use templates for employment and contractor agreements?
Templates are a good starting point but rarely cover the specific needs of your business. Customized agreements reduce risk and ensure compliance with state and federal laws.
Employee Handbook
Establish clear policies and culture with a compliant, customized Employee Handbook.
We create a tailored Employee Handbook that reflects your company’s policies, values, and operational needs while maintaining compliance with federal and state employment laws. This service helps you set expectations, communicate standards, and protect your business through consistent and well-documented practices.
Scope of Work
- Draft Employee Handbook customized to Client’s size, structure, and jurisdiction
- Incorporate relevant policies on employment classification, benefits, conduct, leave, and discipline
- Consultation with Client via phone/email to address relevant HR, compliance, and internal communication considerations
- Finalize Handbook for distribution to employees and ongoing implementation
Should startups use templates for employment and contractor agreements?
Templates are a good starting point but rarely cover the specific needs of your business. Customized agreements reduce risk and ensure compliance with state and federal laws.
Employment Compliance Package
Build and maintain a compliant employment foundation that protects both your business and your onsite and remote/dispersed team.
We conduct a comprehensive compliance review of your employment framework—from policies and documentation to agreements and classification—to identify risks and ensure alignment with current federal and state employment laws. This service helps you maintain a consistent, compliant foundation that supports your people and operations.
Scope of Work
- Review and audit employment policies, procedures, and documentation for compliance
- Evaluate offer letters, employment agreements, and independent contractor classifications
- Review severance agreements, termination processes, and related documentation
- Draft or revise employment documents and policies to align with compliance standards
- Consultation with Client via phone/email to address relevant employment and compliance matters
- Finalize updated materials for implementation and employee distribution
What’s the penalty for non-compliance?
Fines can reach up to €20 million or 4% of annual global revenue, whichever is higher. Even small startups have been fined for violations.
Unilateral NDA
Safeguard your proprietary information before sharing it with third parties.
We prepare Unilateral Non-Disclosure Agreements designed to protect sensitive business, technical, or strategic information when disclosed to outside parties. Each NDA is drafted to be clear, enforceable, and appropriately scoped for your industry and use case.
Scope of Work
- Draft Unilateral Non-Disclosure Agreement customized to Client’s disclosure scenario
- Consultation with Client via phone/email to confirm information covered, duration, and confidentiality obligations
- Finalize NDA for execution and circulation for e-signature
Are NDAs enforceable?
Yes, but courts often scrutinize them. NDAs that are too broad or vague are harder to enforce.
Should contractors and employees sign NDAs?
Yes. Pair NDAs with confidentiality and IP assignment agreements to ensure ownership of work product and protection of sensitive data.
Do investors usually sign NDAs?
Most venture capitalists won’t sign NDAs at the pitch stage. However, some strategic investors or partners may sign if sensitive technical information is involved.
Mutual NDA
Protect your confidential information when collaborating or exploring new opportunities.
We draft Mutual Non-Disclosure Agreements that safeguard shared information between parties, allowing you to explore partnerships, transactions, and collaborations with confidence. Each agreement is tailored to your specific use case, balancing protection with practicality so business discussions can move forward efficiently.
Scope of Work
- Draft Mutual Non-Disclosure Agreement customized to Client’s specific purpose
- Consultation with Client via phone/email to address disclosure scope, term, and exclusions
- Finalize NDA for execution and circulation for e-signature
Are NDAs enforceable?
Yes, but courts often scrutinize them. NDAs that are too broad or vague are harder to enforce.
Should contractors and employees sign NDAs?
Yes. Pair NDAs with confidentiality and IP assignment agreements to ensure ownership of work product and protection of sensitive data.
Do investors usually sign NDAs?
Most venture capitalists won’t sign NDAs at the pitch stage. However, some strategic investors or partners may sign if sensitive technical information is involved.
Confidential Information and Invention Assignment Agreement (CIIAA)
Ensure all intellectual property developed for your business is owned by your business.
We draft and finalize CIIAAs to secure your company’s ownership over all inventions, creative works, and confidential information developed by employees, contractors, or founders. This essential agreement is often a key diligence item in fundraising and acquisition contexts, protecting your IP assets long-term.
Scope of Work
- Draft Confidential Information and Invention Assignment Agreement for employees, founders, or contractors
- Consultation with Client via phone/email to address relevant ownership, confidentiality, and invention assignment terms
- Finalize CIIAA for implementation in onboarding or contractual workflows
What’s the difference between a CIIAA and a PIIAA?
They serve the same function - assigning inventions to the company and protecting confidentiality. The terminology varies by company or industry.
Do all employees need to sign a CIIAA?
Yes. Employees, contractors, and consultants who contribute to product development or intellectual property should sign a CIIAA to ensure the company owns all IP rights.
Trademark (U.S. Identical Search)
Confirm your brand’s availability before you invest in it.
A U.S. Identical Trademark Search identifies any identical marks already registered or pending with the USPTO. This essential first step helps you avoid infringement risks, rebranding costs, and registration delays before launching a new brand, product, or logo.
Trademark services are provided through @VirtualCounsel’s trusted Of Counsel Intellectual Property (IP) firm, offering clients preferred, pre-negotiated rates and seamless coordination.
Fees include all vendor and search costs and cover up to three (3) trademark classes. Additional fees apply for searches covering more than three (3) classes.
Scope of Work
- Conduct U.S. Identical Trademark Search (up to three (3) classes; additional fees apply for additional classes)
- Deliver written search report summarizing existing identical marks, owners, and statuses
- Consultation via phone/email with IP attorney to review findings and discuss next steps
- Provide recommendations for filing strategy or alternative mark selection
Do I need to register a trademark or copyright to be protected?
No. Trademarks gain limited protection through use, and copyrights exist automatically upon creation. But registration strengthens your rights and makes enforcement much easier.
Should startups focus on trademarks, copyrights, or patents first?
It depends on your business. Most startups should prioritize trademarks for brand protection and copyrights for code and content. Patents make sense if you’ve built a unique, defensible innovation.
Trademark (U.S. Filing – Intent-to-Use)
Reserve your brand name before going to market.
A U.S. Intent-to-Use Trademark Filing allows you to secure priority rights in a mark before you begin using it in commerce. This service includes complete support from initial strategy through registration, ensuring your filing is properly structured and monitored until your mark achieves full protection.
Trademark services are provided through @VirtualCounsel’s trusted Of Counsel Intellectual Property (IP) firm, offering clients preferred, pre-negotiated rates and seamless coordination.
Fees include all government, vendor, and official USPTO costs—covering the full process from filing through registration (including publication and registration reports), assuming no Office Actions or third-party oppositions.
Fees apply to one (1) mark in one (1) class; each additional class is $600.
Scope of Work
- Conduct initial filing strategy consultation with IP attorney to determine filing basis and appropriate classes
- Prepare and file Intent-to-Use Trademark Application with the USPTO
- Manage all USPTO filings, correspondence, and registration updates through publication and registration
- Consultation via phone/email with IP attorney to review progress and confirm deadlines for Statements of Use
- Provide guidance on ongoing maintenance and post-registration compliance
Do I need to register a trademark or copyright to be protected?
No. Trademarks gain limited protection through use, and copyrights exist automatically upon creation. But registration strengthens your rights and makes enforcement much easier.
Should startups focus on trademarks, copyrights, or patents first?
It depends on your business. Most startups should prioritize trademarks for brand protection and copyrights for code and content. Patents make sense if you’ve built a unique, defensible innovation.
Trademark (U.S. Filing – Use-Based)
Protect your brand that’s already in use.
A U.S. Use-Based Trademark Filing secures nationwide protection for marks already in commercial use. This comprehensive service includes strategy, preparation, filing, and management through registration—ensuring that your trademark is correctly filed, published, and maintained in compliance with USPTO requirements.
Trademark services are provided through @VirtualCounsel’s trusted Of Counsel Intellectual Property (IP) firm, offering clients preferred, pre-negotiated rates and seamless coordination.
Fees include all government, vendor, and official USPTO costs—covering the full process from filing through registration (including publication and registration reports), assuming no Office Actions or third-party oppositions.
Fees apply to one (1) mark in one (1) class; each additional class is $600.
Scope of Work
- Conduct initial filing strategy consultation with IP attorney to confirm filing basis, specimen requirements, and class coverage
- Prepare and file Use-Based Trademark Application with the USPTO
- Manage all USPTO filings, correspondence, and publication/registration updates through final issuance
- Consultation via phone/email with IP attorney to review filing progress, monitor publication, and confirm registration status
- Provide guidance on ongoing maintenance and renewal filings
Do I need to register a trademark or copyright to be protected?
No. Trademarks gain limited protection through use, and copyrights exist automatically upon creation. But registration strengthens your rights and makes enforcement much easier.
Should startups focus on trademarks, copyrights, or patents first?
It depends on your business. Most startups should prioritize trademarks for brand protection and copyrights for code and content. Patents make sense if you’ve built a unique, defensible innovation.
Trademark (Global Identical Search)
Protect your brand before you expand internationally.
A Global Identical Trademark Search identifies existing identical marks registered or pending across international jurisdictions. This essential step helps you avoid costly conflicts before launching in new markets or expanding globally. By confirming brand availability early, you protect your company’s reputation, secure trademark rights abroad, and streamline future filings.
Trademark services are provided through @VirtualCounsel’s trusted Of Counsel Intellectual Property (IP) firm, offering clients preferred, pre-negotiated rates and seamless coordination.
Fees include all vendor and search costs and cover up to three (3) trademark classes. Additional fees apply for searches covering more than three (3) classes.
Scope of Work
- Conduct Global Identical Trademark Search across targeted jurisdictions
- Deliver written report identifying identical marks, owners, and active jurisdictions
- Consultation via phone/email with IP attorney to review results and discuss global filing strategy
- Provide recommendations for international brand protection and sequencing filings
Do I need to register a trademark or copyright to be protected?
No. Trademarks gain limited protection through use, and copyrights exist automatically upon creation. But registration strengthens your rights and makes enforcement much easier.
Should startups focus on trademarks, copyrights, or patents first?
It depends on your business. Most startups should prioritize trademarks for brand protection and copyrights for code and content. Patents make sense if you’ve built a unique, defensible innovation.
Trademark (U.S. Confusingly Similar Search)
Identify potential conflicts before they become costly.
A U.S. Confusingly Similar Trademark Search provides a deeper analysis—examining not only identical marks but also similar ones that could block or challenge your registration. This search evaluates potential risks under USPTO standards for “likelihood of confusion,” helping you make informed decisions before filing.
Trademark services are provided through @VirtualCounsel’s trusted Of Counsel Intellectual Property (IP) firm, offering clients preferred, pre-negotiated rates and seamless coordination.
Fees include all vendor and search costs and cover up to three (3) trademark classes. Additional fees apply for searches covering more than three (3) classes.
Scope of Work
- Conduct U.S. Confusingly Similar Trademark Search
- Deliver comprehensive written search report analyzing potential conflicts and likelihood of confusion
- Consultation via phone/email with IP attorney to review findings and discuss filing strategy
- Provide recommendations for mark selection, refinement, or next steps
Do I need to register a trademark or copyright to be protected?
No. Trademarks gain limited protection through use, and copyrights exist automatically upon creation. But registration strengthens your rights and makes enforcement much easier.
Should startups focus on trademarks, copyrights, or patents first?
It depends on your business. Most startups should prioritize trademarks for brand protection and copyrights for code and content. Patents make sense if you’ve built a unique, defensible innovation.
Trademark (Global Confusingly Similar Search)
Identify international brand conflicts before they disrupt your global strategy.
A Global Confusingly Similar Trademark Search provides an in-depth analysis of similar or potentially conflicting marks across multiple jurisdictions. This search identifies not just identical matches but also variations that could prevent or challenge your registrations abroad—helping you anticipate obstacles and shape a cohesive international trademark strategy.
Trademark services are provided through @VirtualCounsel’s trusted Of Counsel Intellectual Property (IP) firm, offering clients preferred, pre-negotiated rates and seamless coordination.
Fees include all vendor and search costs and cover up to three (3) trademark classes. Additional fees apply for searches covering more than three (3) classes.
Scope of Work
- Conduct Global Confusingly Similar Trademark Search across targeted jurisdictions
- Deliver comprehensive written report analyzing potential conflicts, likelihood of confusion, and regional risk factors
- Consultation via phone/email with IP attorney to review findings, address high-risk results, and discuss international filing strategy
- Provide recommendations for prioritizing jurisdictions, sequencing filings, or refining brand strategy
Do I need to register a trademark or copyright to be protected?
No. Trademarks gain limited protection through use, and copyrights exist automatically upon creation. But registration strengthens your rights and makes enforcement much easier.
Should startups focus on trademarks, copyrights, or patents first?
It depends on your business. Most startups should prioritize trademarks for brand protection and copyrights for code and content. Patents make sense if you’ve built a unique, defensible innovation.
SAFE
Raise early-stage capital efficiently with clear, compliant documentation.
We prepare customized Simple Agreements for Future Equity (SAFEs) that balance investor interests with your company’s long-term goals. Each agreement is tailored to your fundraising structure and valuation terms, ensuring your raise is compliant, investor-focused, and ready for execution. We also assist with investor communications/negotiations and deployment through cap table software like Carta, as needed.
Scope of Work
- Draft SAFE Agreement customized to Client’s fundraising structure, valuation cap, and discount terms
- Consultation with Client via phone/email to address relevant investor communications, execution logistics, and compliance considerations
- Negotiate with investors
- Coordinate deployment and record-keeping via Carta or other cap table management platforms, as applicable
- Finalize SAFE Agreement for execution and closing
Should I use SAFEs or convertible notes?
Both are common at the earliest stages. SAFEs are simpler and don’t carry interest or maturity dates, making them easier for founders. Convertible notes function as short-term debt and may be preferred by some investors who want added protection. Either way, model the impact on dilution before signing.
Can multiple SAFEs cause dilution issues?
Yes. Issuing SAFEs at different caps can lead to more dilution than founders expect when they all convert. Careful modeling is important.
Do SAFEs always include a valuation cap?
Not always. Some SAFEs are uncapped, though most include either a cap, a discount, or both to reward early investors.
Convertible Note
Bridge capital confidently with a straightforward yet sophisticated convertible note.
We prepare customized Convertible Note Agreements designed to document early-stage financing rounds with clarity and compliance. Each note is structured to balance company flexibility and investor protection while maintaining alignment with future equity conversion. We also assist with investor communications/negotiations and deployment through cap table software such as Carta to ensure seamless execution and tracking.
Scope of Work
- Draft Convertible Promissory Note and related closing documentation
- Consultation with Client via phone/email to address financing terms, conversion mechanics, and investor communication strategy
- Negotiate with investors
- Coordinate execution and cap table deployment via Carta or other equity management platforms, as applicable
- Finalize Convertible Note for execution and closing
When should a startup consider raising with convertible notes?
They are most useful at the pre-seed and seed stage, or as bridge financing between rounds, when valuations are difficult to set and speed of funding is important.
Do convertible notes always convert into equity?
Most notes are designed to convert, but if no qualifying financing occurs by maturity, the company may need to repay the note or negotiate an extension.
What is the difference between a convertible note and a SAFE?
A convertible note is debt that converts into equity with interest and maturity terms. A SAFE (Simple Agreement for Future Equity) is not debt and has no maturity or interest, making it simpler but sometimes less investor-friendly.
Subscription Agreement
Close your private offering confidently with clear, compliant investor agreements.
We prepare Subscription Agreements that work in conjunction with your Private Placement Memorandum (PPM) to document investor participation and ensure your raise is fully compliant. Each agreement formalizes investor commitments, representations, and suitability disclosures—providing the necessary legal backbone to accept funds and issue equity or convertible instruments with confidence.
Scope of Work
- Draft Subscription Agreement tailored to Client’s fundraising structure, securities type, and applicable exemptions
- Integrate Subscription Agreement with the corresponding Private Placement Memorandum for a cohesive offering package
- Consultation with Client via phone/email to address investor execution process, fund acceptance, and compliance considerations
- Coordinate execution and cap table deployment via Carta or other equity management platforms, as applicable
- Finalize Subscription Agreement for distribution to investors and closing
Can I just use templates for contracts?
Templates are a useful starting point, but rarely sufficient on their own. Every deal has unique elements - scope, payment, IP, liability - that need tailoring. Using a template without legal review risks leaving out critical protections or including terms that don’t fit your situation.
Do I really need contracts if I trust the other party?
Yes. Trust is important, but contracts provide clarity and prevent misunderstandings. Even well-intentioned partners can recall terms differently months later. A contract protects both sides and preserves the relationship by setting expectations upfront.
Promissory Note (Secured)
Document your loan or financing arrangement with clear, enforceable terms.
We prepare customized Promissory Notes and accompanying Security Agreements to formalize financing arrangements and protect both borrower and lender interests. This service ensures your loan documentation clearly defines repayment terms, interest rates, and collateral obligations while maintaining full compliance with applicable lending and security laws. Whether raising bridge financing or structuring an internal loan between stakeholders, we deliver clarity, compliance, and peace of mind.
Scope of Work
- Draft Term Sheet outlining key loan terms and collateral structure
- Draft Promissory Note and Note Purchase Agreement tailored to Client’s financing goals
- Draft Security Agreement establishing lien or collateral protection
- Consultation with Client via phone/email to address repayment terms, interest, collateral, and closing logistics
- Finalize all documents for execution and circulation for e-signature
Term Sheet
Lay the groundwork for successful negotiations with a clear, investor-ready term sheet.
We prepare customized Term Sheets that define the key economic and governance terms of your financing—covering valuation, ownership, investor rights, and critical deal provisions. This service helps you set expectations early, avoid unnecessary friction in later-stage negotiations, and ensure all terms align with your business goals and compliance requirements.
Scope of Work
- Draft Term Sheet reflecting Client’s valuation, capitalization, and investment structure
- Consultation with Client via phone/email to discuss key provisions, negotiation strategy, and investor alignment
- Collaborate with investors or counsel to refine terms and address points of negotiation
- Finalize Term Sheet for circulation and execution
How is an SPA different from a term sheet?
The term sheet is a non-binding summary of key deal points. The SPA is the binding agreement that formalizes the transaction and contains detailed legal terms.
Private Placement Memorandum (PPM)
Raise capital confidently with a compliant, investor-ready Private Placement Memorandum.
We prepare comprehensive Private Placement Memorandums (PPMs) that disclose key details about your offering, company, and risk profile—ensuring compliance with applicable securities laws. The PPM works hand-in-hand with a Subscription Agreement to provide investors with full transparency before investing, protecting your company by documenting disclosures and investor acknowledgments in a single, cohesive offering package.
Scope of Work
- Draft Private Placement Memorandum tailored to Client’s fundraising structure, investor type, and applicable securities exemptions
- Coordinate integration with the corresponding Subscription Agreement to ensure consistency across offering materials
- Review and incorporate key company and offering details, including capitalization, risk factors, and use of proceeds
- Consultation with Client via phone/email to address disclosure requirements, investor communications, and compliance considerations
- Coordinate integration with cap table management software (e.g., Carta) for investor tracking and issuance, as applicable
- Finalize Private Placement Memorandum for investor distribution and closing
Can I just use templates for contracts?
Templates are a useful starting point, but rarely sufficient on their own. Every deal has unique elements - scope, payment, IP, liability - that need tailoring. Using a template without legal review risks leaving out critical protections or including terms that don’t fit your situation.
Do I really need contracts if I trust the other party?
Yes. Trust is important, but contracts provide clarity and prevent misunderstandings. Even well-intentioned partners can recall terms differently months later. A contract protects both sides and preserves the relationship by setting expectations upfront.
Bridge / Hybrid Financing
Secure short-term capital with flexible, investor-aligned financing documentation.
We help companies raise bridge or hybrid rounds using convertible or preferred-equity structures designed to balance investor expectations with your company’s long-term capitalization goals. This service covers everything from drafting and negotiating bridge notes or hybrid instruments to coordinating closing logistics and cap table updates on Carta. The result: a seamless, compliant financing that positions you for your next major round.
Scope of Work
- Draft and negotiate bridge or hybrid financing documents, including Convertible Notes, SAFEs, or Preferred Bridge Agreements as applicable
- Build and refine Pro Forma Cap Table, incorporating bridge and conversion modeling using Carta round-modeling tools
- Prepare governance and compliance documentation, including Board and Stockholder Consents, Management Rights Letters, and Closing Checklists
- Consultation with Client via phone/email to address structure, investor expectations, conversion mechanics, and closing logistics
- Coordinate with investors, counsel, and cap table platforms (e.g., Carta) to manage e-signatures, funds flow, and closing documentation
- Finalize financing documents for execution and ensure post-closing compliance
Hourly
Due to the unpredictable nature and complexity of financings, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most bridge financings range between $15,000–$25,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the fundraise does not come to a close, the second payment installment shall be reduced to $4,000 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 36 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >45 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <27 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex financings efficiently and effectively.
How do I know if my startup is ready to fundraise?
You’re ready to raise when you have clear evidence of progress — whether that’s a working MVP, early customer traction, or revenue growth. Raising too early, without proof points, often leads to rejection or unfavorable terms.
Do unusual stock structures affect fundraising?
Yes. Investors prefer simplicity and transparency. Complex or founder-heavy structures may deter investment unless clearly justified and carefully limited.
How can investor relations help with future fundraising?
Investors who feel informed and engaged are more likely to participate in follow-on rounds and make introductions to new investors.
Pre-Seed / Seed
Position your startup for growth with investor-ready documentation and guidance.
We help early-stage companies navigate the complexities of their first equity financing rounds with clear, comprehensive legal support. This service includes drafting and negotiating key financing documents, leveraging National Venture Capital Association (NVCA) model forms to ensure efficiency, alignment with investor expectations, and long-term scalability. We also prepare detailed cap tables and filings to maintain compliance and readiness for future rounds.
As a Carta Certified Experts, we also assist with Carta round-modeling tools and cap table deployment to ensure your equity records and investor communications remain accurate and integrated throughout the transaction.
Scope of Work
- Draft and negotiate key financing documents, including Term Sheet, Stock Purchase Agreement, and ancillary agreements (Investor Rights, Voting, and ROFR/Co-Sale)
- Build and refine Pro Forma Cap Table, including modeling investment scenarios using Carta round-modeling tools
- Draft governance and compliance documentation, including Restated Certificate of Incorporation, Stockholder and Board Consents, and Management Rights Letter
- Prepare supporting agreements and closing deliverables, such as Indemnification Agreements, Closing Checklist, and SEC filings under applicable exemptions
- Consultation with Client via phone/email to address structure, investor expectations, and closing logistics
- Coordinate with investors, counsel, and platforms (Carta or equivalent) to finalize documents, manage e-signatures, and oversee funds flow and closing
Hourly
Due to the unpredictable nature and complexity of financings, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most pre-seed/seed financings range between $20,000–$30,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the fundraise does not come to a close, the second payment installment shall be reduced to $6,250 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 50 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >62.5 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <37.5 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex financings efficiently and effectively.
What is the difference between pre-seed and seed funding?
Pre-seed supports MVP development and early testing, while seed funding typically backs a product already showing customer traction and involves formal equity.
How do I know if my startup is ready to fundraise?
You’re ready to raise when you have clear evidence of progress — whether that’s a working MVP, early customer traction, or revenue growth. Raising too early, without proof points, often leads to rejection or unfavorable terms.
How can investor relations help with future fundraising?
Investors who feel informed and engaged are more likely to participate in follow-on rounds and make introductions to new investors.
Series A
Secure institutional investment with clarity, confidence, and investor-grade documentation.
We guide growth-stage companies through their Series A round, drafting and negotiating all principal financing documents and coordinating among investors, counsel, and platforms like Carta to ensure an efficient close. Using National Venture Capital Association (NVCA) model forms as a foundation, we tailor each agreement to your capitalization structure, investor mix, and governance requirements—helping you achieve a clean, compliant, and future-ready financing.
Scope of Work
- Draft and negotiate all primary and ancillary financing documents, including Term Sheet, Stock Purchase Agreement, and investor rights agreements (Investor Rights, Voting, ROFR/Co-Sale, Indemnification, Management Rights)
- Build and refine detailed Pro Forma Cap Table, including scenario modeling and deployment via Carta’s financing tools
- Prepare governance documentation (Restated Certificate of Incorporation, Board and Stockholder Consents) and closing materials (Closing Checklist, SEC filings, wire instructions, signature coordination)
- Consultation with Client via phone/email to address structure, investor expectations, and closing logistics
- Coordinate closing mechanics, execution, and post-closing compliance steps across all parties and platform
Hourly
Due to the unpredictable nature and complexity of financings, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most Series A financings range between $40,000–$60,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the fundraise does not come to a close, the second payment installment shall be reduced to $12,500 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 100 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >125 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <75 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex financings efficiently and effectively.
When should I raise a Series A?
Most companies pursue Series A once they can show consistent product-market fit, revenue growth, and a scalable business model.
Do unusual stock structures affect fundraising?
Yes. Investors prefer simplicity and transparency. Complex or founder-heavy structures may deter investment unless clearly justified and carefully limited.
How can investor relations help with future fundraising?
Investors who feel informed and engaged are more likely to participate in follow-on rounds and make introductions to new investors.
Series B
Navigate your next growth round with experienced counsel and investor-grade documentation.
We guide companies through Series B and later-stage financings, where the stakes—and the scrutiny—rise. This service includes drafting and negotiating all principal financing and governance documents, coordinating among multiple investors, lead counsel, and platforms like Carta to manage closing efficiently. Leveraging NVCA model forms and years of deal experience, we help ensure your financing aligns with market standards, investor expectations, and your long-term capitalization strategy.
Scope of Work
- Draft and negotiate primary and ancillary financing documents, including Stock Purchase Agreement, Investor Rights Agreement, Voting Agreement, and related NVCA-standard forms
- Build and refine Pro Forma Cap Table, incorporating multi-round ownership structures and scenario modeling via Carta’s financing tools
- Prepare governance and compliance documentation, including Restated Certificate of Incorporation, Board and Stockholder Consents, and Management Rights Letters
- Coordinate diligence, disclosure schedules, and closing deliverables, including wire instructions, signature packets, and post-closing obligations
- Consultation with Client via phone/email to address structure, investor expectations, and closing logistics
- Manage all closing mechanics, execution, and post-closing compliance across parties and platforms
Hourly
Due to the unpredictable nature and complexity of financings, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most Series B financings range between $70,000–$90,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the fundraise does not come to a close, the second payment installment shall be reduced to $20,000 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 160 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >200 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <120 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex financings efficiently and effectively.
How do I know if my startup is ready to fundraise?
You’re ready to raise when you have clear evidence of progress — whether that’s a working MVP, early customer traction, or revenue growth. Raising too early, without proof points, often leads to rejection or unfavorable terms.
Do unusual stock structures affect fundraising?
Yes. Investors prefer simplicity and transparency. Complex or founder-heavy structures may deter investment unless clearly justified and carefully limited.
How can investor relations help with future fundraising?
Investors who feel informed and engaged are more likely to participate in follow-on rounds and make introductions to new investors.
Asset Purchase Agreement
Sell or acquire business assets with clarity, precision, and confidence.
We draft, negotiate, and finalize Asset Purchase Agreements (APAs) that clearly define what transfers, what doesn’t, and how liabilities are allocated. Whether you’re selling a division, acquiring a book of business, or buying out operational assets, we handle the full transaction lifecycle—from diligence to closing—ensuring compliance, efficiency, and risk control.
Scope of Work
- Consultation with Client via phone/email to define deal structure, asset scope, and transaction objectives
- Draft and negotiate Asset Purchase Agreement, including representations, warranties, covenants, and schedules of purchased and excluded assets
- Coordinate and manage due diligence review, disclosure schedules, and consents for assignment or transfer
- Draft and finalize ancillary agreements, such as bills of sale, assignments, transition services, and non-compete or employment agreements
- Manage closing mechanics, including signature packets, funds flow, and post-closing deliverables
- Provide ongoing consultation and guidance throughout negotiation, signing, and closing to ensure alignment with Client’s goals
Hourly
Due to the unpredictable nature and complexity of asset purchases, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most APAs range between $30,000–$40,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the transaction does not come to a close, the second payment installment shall be reduced to $10,000 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 80 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >100 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <60 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex asset transactions efficiently and effectively.
What is the biggest advantage of an asset purchase?
The ability to avoid inheriting unknown liabilities while selectively acquiring only valuable assets.
Can tax benefits make an asset purchase more attractive than a stock purchase?
Yes. Buyers often gain a stepped-up basis in acquired assets, creating valuable tax deductions.
Reorganization
Restructure your business with clarity, compliance, and confidence.
We guide companies through internal reorganizations, conversions, and ownership realignments designed to simplify structure, enhance efficiency, and position for growth or investment. Whether preparing for a financing, cleaning up a multi-entity structure, or realigning ownership among stakeholders, we provide steady guidance from planning through execution—ensuring compliance, coordination, and confidence at every step.
Scope of Work
- Consultation with Client via phone/email to define reorganization objectives, structure, and timeline
- Draft and finalize core documentation, including Plan of Reorganization, Conversion or Merger Agreements, and amendments to governing documents
- Prepare and coordinate supporting materials, including Board and Stockholder Consents, regulatory filings, and asset or IP assignments
- Collaborate with Client’s tax and financial advisors to ensure structural and tax efficiency
- Provide ongoing consultation and support through implementation and post-closing compliance
Hourly
Due to the unpredictable nature and complexity of reorganizations, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most reorganizations range between $35,000–$45,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of reorganization, or 25% in the event of "no close"*
*No Close: In the event the reorganization does not come to a close, the second payment installment shall be reduced to $10,000 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 80 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >100 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <60 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex reorganizations efficiently and effectively.
What types of reorganizations are most common?
The most common types include mergers, acquisitions, spin-offs, recapitalizations, and bankruptcy reorganizations. Each has different strategic and financial implications.
How long does a corporate reorganization usually take?
The timeline depends on complexity. Simple restructurings may take a few months, while larger mergers or court-ordered reorganizations can take a year or more.
When should a company seek legal counsel for a reorganization?
It is best to involve counsel early in the process. Attorneys can advise on structure, draft necessary documents, ensure regulatory compliance, and help preserve tax advantages.
Stock Purchase Agreement
Transfer ownership with clarity, protection, and precision.
We guide clients through the sale or purchase of company equity under a Stock Purchase Agreement (SPA), ensuring the transaction is properly structured, documented, and compliant. Whether you’re a founder selling a controlling interest, an investor purchasing shares, or a company consolidating ownership, we handle every stage of the process—from diligence through closing—with experienced, deal-tested counsel.
Scope of Work
- Consultation with Client via phone/email to align on transaction structure, valuation, and closing objectives
- Draft and negotiate the Stock Purchase Agreement, including key representations, warranties, covenants, indemnities, and closing conditions
- Coordinate due diligence, disclosure schedules, and investor or stockholder approvals
- Draft and finalize ancillary documents, such as Board and Stockholder Consents, employment or consulting agreements, IP assignments, and transition services agreements
- Manage closing mechanics, including signature packets, funds flow, and post-closing deliverables
- Provide ongoing consultation and guidance throughout negotiation, signing, and closing
Hourly
Due to the unpredictable nature and complexity of stock purchases, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most SPAs range between $45,000–$55,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the transaction does not come to a close, the second payment installment shall be reduced to $12,500 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 100 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >125 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <75 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex asset transactions efficiently and effectively.
How is an SPA different from a term sheet?
The term sheet is a non-binding summary of key deal points. The SPA is the binding agreement that formalizes the transaction and contains detailed legal terms.
Do all investors sign the SPA?
Yes, all participating investors sign the SPA, along with the company. It governs the purchase of shares in that financing round.
Can the SPA include multiple closings?
Yes. Some SPAs allow staged investments or additional closings if investors commit to fund in tranches.
Merger
Navigate your merger with precision, control, and confidence.
Mergers are among the most complex and high-stakes corporate transactions. They demand strategic coordination, meticulous documentation, and experienced counsel who can anticipate challenges before they arise. Whether combining entities for growth, simplifying a multi-entity structure, or positioning for acquisition, we manage every moving part—from diligence to closing—so you can focus on strategy and execution. Our team brings a steady hand and proven deal experience to ensure your transaction proceeds efficiently, compliantly, and in alignment with your goals.
Scope of Work
- Consultation with Client via phone/email to align on transaction structure, goals, and timeline
- Draft and negotiate the Merger Agreement, including key representations, warranties, covenants, and closing conditions
- Coordinate and manage due diligence review, disclosure schedules, and regulatory filings
- Draft or review ancillary agreements, such as employment offers, IP assignments, non-competes, transition services, and consents
- Manage closing mechanics, including signature packets, funds flow, and post-closing deliverables
- Provide ongoing consultation and guidance throughout negotiation, signing, and closing to ensure efficiency and alignment with Client’s objectives
Hourly
Due to the unpredictable nature and complexity of mergers, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most mergers range between $50,000–$70,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the transaction does not come to a close, the second payment installment shall be reduced to $15,000 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 120 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >150 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <90 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex asset transactions efficiently and effectively.
What is the difference between a merger and an acquisition?
A merger combines two or more companies into one surviving entity, while an acquisition occurs when one company purchases another’s stock or assets.
What role does due diligence play in mergers?
Due diligence is the process of investigating financial, legal, and operational risks before closing. It helps identify liabilities, verify valuations, and strengthen negotiation positions.
Do all mergers require regulatory approval?
Not all mergers require government approval, but larger transactions or deals in regulated industries may need clearance from agencies like the FTC, DOJ, or industry-specific regulators.
Sell-Side / Buy-Side M&A Counsel
Navigate your company’s sale or acquisition with experienced, deal-tested counsel.
We represent business owners and buyers through the full M&A lifecycle—from initial term sheet to closing. Whether you’re selling your company, acquiring a competitor, or entering a strategic transaction, we act as your dedicated deal counsel—protecting your interests, managing complexity, and ensuring your transaction moves smoothly from diligence to close.
This service is ideal for clients who are negotiating a sale or acquisition but don’t yet know which deal structure—asset sale, stock sale, or merger—best fits their goals. We provide the strategic and legal guidance necessary to evaluate options, develop the right structure, and execute the transaction efficiently.
We handle the full scope of legal, strategic, and procedural work required in a sale or acquisition. That includes transaction planning, diligence coordination, negotiation strategy, and drafting and closing all key agreements. Throughout the process, we collaborate closely with your financial advisors, tax professionals, and opposing counsel to keep momentum and protect value.
Scope of Work
- Consultation with Client via phone/email to define transaction objectives, structure, and timeline
- Draft and negotiate key transaction documents, including Term Sheets, Letters of Intent (LOIs), and Purchase Agreements (Asset or Stock)
- Coordinate and manage due diligence review, disclosure schedules, and regulatory filings
- Prepare and finalize ancillary agreements, such as employment, non-compete, IP assignment, and transition services agreements
- Oversee closing mechanics, including wire instructions, e-signature coordination, and post-closing obligations
- Provide ongoing consultation and guidance throughout negotiation, diligence, signing, and closing
Hourly
Due to the unpredictable nature and complexity of mergers an acquisitions, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, the cost of most merger or acquisition counsel ranges between $60,000–$80,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the transaction does not come to a close, the second payment installment shall be reduced to $17,500 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 140 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >175 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <105 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex asset transactions efficiently and effectively.
What is the typical timeline for an M&A deal?
Most deals take 6–12 months from initial negotiations to full integration. Complex deals, cross-border structures, or regulatory approvals can stretch this longer.
What is the difference between a merger and an acquisition?
A merger combines two or more companies into one surviving entity, while an acquisition occurs when one company purchases another’s stock or assets.
How is tax treated in M&A?
It depends on structure (asset vs stock), parties’ jurisdictions, use of tax elections (e.g. 338), and deferred consideration. Always engage tax counsel early.
What our clients are saying
Alex co-founded Logos to revolutionize the way that individuals, coaches, couples, and teams clarify their zones of genius using the world's most revealing psychometric assessment tools available.
Alex has been working with @VirtualCounsel since its inception on Logos, various business projects of his own, and also with his business partners involving corporate formation, ownership, and consulting on key business relationships, and just about any legal or strategic issue that Alex and his team have come across.
NxTSTOP makes functional, sustainable travel apparrel, they're a direct to consumer brand that also works with some of the largest companies in the world.
NxTSTOP and @VirtualCounsel have worked together for years on complex B2B transactions, corporate restructuring, cap table management, fundraising, equity incentive, and employment matters.
Vessel is a completely remote organization with 50+ employees across the US an internationally. To run a large tech organization remotely requires incredibly strong procedures and communication, and Christian has cultivated them from the ground up.
Vessel relies on @VirtualCounsel as fractional General Counsel, and has collaborated together with numerous projects including: fundraising; equity compensation; cap table management; licensing; FDA/regulatory analysis; SaaS agreements; vendor/B2B contract negotiation; hiring/firing; employee severance; dispute mitigation, etc.
James co-founded Amphibian Capital in 2022 to consciously build a community fund to invest in projects designed to usher in the New Earth.
James has been working with @VirtualCounsel since its inception on Amphibian Capital and various business projects involving corporate formation, ownership, and consulting on key business relationships, and just about any legal or strategic issue that James and his team have come across.
Kim is a badass solopreneur. She started her coaching, sound healing, and retreat business by herself from the ground up and has developed a powerful offering for her clients and the world.
Kim is what we like to call a DIY-CEO. In other words, she is highly skilled in most every area of business development, and has the ability to do just about everything herself. However, as she is growing in her role as a CEO and a healer, she now wisely decides to empower others to be in their zones of genius, which is why choosing @VirtualCounsel to handle her business formation was key to her leveling up her business.
Dr. Matt Geller stopped seeing patients so he could focus on filling a need in the optometric space for reliable content and career development for other doctors, and for the eyecare industry as a whole.
Covalent and @VC have collaborated on just about every corporate, business, and strategic project (e.g., equity compensation, cap table management in Carta, M&A, employment, licensing contracts, etc.) since Covalent started with just 3 employees. Now, Covalent has grown to over 40 employees, and @VC operates as fractional General Counsel for Covalent as a true extension of Covalent's team.
Michael has grown from a DIY-CEO to a powerful leader of Motiv Mkth. He realized that his talents as a digital marketer deserve to be enhanced by building a team and a system of delivery around his business.
With growth comes growing pains and Motiv Mktg collaborates with @VirtualCounsel with every one of those pain points including: hiring decisions, strategy decisions; contract negotiation, business development, etc.
Fulcrum relies on @VirtualCounsel as fractional General Counsel and have been collaborating together over several years, product advancements, pivots, fundraising rounds, and overal structural changes during its growth as a software and SaaS company in the workforce efficiency and productivity space. We have worked together on SaaS agreements, licensing agreements, MSA/SOWs with some of the biggest companies in the world, employment matters, cap table management, contract negotiation, etc.
Undaunted is a film and art production company that has a boutique set of clients and projects primarily in Los Angeles, CA.
@VirtualCounsel has supported Undaunted with various projects including: contract negotiation; licensing; disputes; business strategy, etc.
FAQs
How do I get started?
Book your free consultation here now!
How are you different from LegalZoom or BizCounsel?
LegalZoom and BizCounsel have done a great job of providing low costs to its customers - they rely heavily on templates that can be found almost anywhere on the internet and also don’t deep dive into YOU and your business as much as @VirtualCounsel does.
With @VirtualCounsel, you have a dedicated attorney point of contact who develops a deep understanding of your business model, goals, and way of operating - we provide far more than templates. We become true counsel in short order based on the level of involvement we have with you and your business - we balance legal protection with business goals and become strategic advisors that are more than just lawyers.
How are you different from big law firms?
We are a tight team and like it that way. We have work/life balance ourselves. Names, faces, families, souls. No corporate bureaucracy. Big law firms employ humans too, but they are kind of like a top-down scheme that focuses on demanding work hours from lower-level associates who are incentivized to increase billable hours and not incentivized to increase their or their clients’ success and happiness.
We developed our model so that we can select powerful businesses to align with as our clients and provide true partnership and counsel - our clients’ success and happiness are directly aligned with our success and happiness.
What law firm will provide my legal services?
VirtualCounsel, PC (i.e., @VirtualCounsel) is a virtual law firm, headquartered in San Diego, CA.
@VirtualCounsel™️ is not a law firm. Any legal services will be performed by the law firm VirtualCounsel, PC, a California professional law corporation.
What is @VirtualCounsel?
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.
Do I get a dedicated point of contact?
Yes. At the beginning of a relationship you will have a kick-off call with one of our talented attorneys who will operate as your primary point of contact. Even better, our technology gives our whole firm - all attorneys, legal staff, etc. - visibility into every client’s confidential portal. So you will have a team of bright minds collaborating on the important work for your business - and will always have your primary attorney point of contact running point.
What if something falls outside of the Scope of Work?
We provide representation and advice on the specific legal matters you have hired us for, which means that our work together is limited to the Representation. If a project falls outside of the Scope of Work, we will always discuss the parameters of the work and fees with you before moving forward with it.
Additionally, if your business changes substantially, we will discuss the change in Scope of Work and will agree to a revised fee arrangement. Representation on any future matters will be subject to the terms of this Agreement and any other fee arrangements we may mutually agree upon. The question of whether a matter or issue falls within the scope of this Representation will be handled with common sense, mutual agreement, mutual respect, and fairness to both parties.
How will I be charged?
Legal fees are often a hot topic with our clients, so we want to share our philosophy with you.
We prefer to engage in a Flat Fee or @VC Monthly Subscription for legal projects instead of charging by the hour because we plan to become strategic partners with our clients, and we want to help you grow. We have found that engaging in a Flat Fee or @VC Monthly Subscription fosters a better attorney-client relationship.
Because we want you to succeed, we will always treat you with respect and fairness. We never want you to be shocked with a surprise bill. That said, it is not a requirement to engage us through a Flat Fee or @VC Monthly Subscription, as some matters are better suited for hourly billing. If/when hourly billing becomes necessary or preferable from either or both parties’ perspectives, we will discuss it with you in a collaborative forum.
How do Flat Fees work?
Click here to see all of our flat fee services.
For Flat Fee projects, we will send you a fee quote in writing by electronic means, which will specifically describe the parameters of the project, i.e., the Scope of Work. Payments for Flat Fees are required before beginning work and are considered earned and deposited directly into our operating account when charged.
All Flat Fee projects are capped at a certain amount of hours of total Firm billable time, as indicated in each Scope of Work on the corresponding quote or invoice ("Total Project Hours"). The Total Project Hours cap is designed to provide ample time to complete the initial Scope of Work and also to create a boundary in the event the Scope of Work expands beyond what was initially communicated or anticipated by the Client and/or the Firm.
If the Scope of Work exceeds the Total Project Hours for any Flat Fee project, we will communicate the expanded scope in good faith and offer to complete it at 20% off our standard hourly rates.
How do Hourly Rates work?
We take a strong stance on hourly billing, preferring to quote reasonable Flat Fees or engaging with our clients in an ongoing @VC Monthly Subscription for legal services. However, from time to time our clients choose to hire us on a traditional hourly basis.
For projects or work product that is billed hourly, the Firm's hourly rates are as follows:
- $750/hour for Transactional, Tax, or Special Counsel, as needed from time to time on special transactional matters;
- $600/hour for Senior Attorneys and/or all securities, transactional, and equity-related legal work;
- $500/hour for Associate Attorneys and/or all other legal work;
- $250/hour for Paralegals and Law Clerks.
Our hourly rates may increase in the future. Any such increase will only occur upon written notice to you. If you decline to pay the increased rates, we will have the right to withdraw as attorney for you if permitted under the Rules of Professional Conduct of the State Bar of California and/or applicable law.
Time is charged in minimum units of tenth-of-an-hour increments (0.1). Time spent on a task will be rounded up to the nearest tenth-of-an-hour. Unless we agree otherwise in writing by electronic means, all work will be billed on an hourly basis.
How do Retainer Deposits work?
For projects that are billed hourly, the Firm requires a minimum retainer deposit or payment method on file. The @VC Billing department will provide the Client with detailed invoices for hourly projects every two weeks, which will become payable within five (5) business days. During that time, please carefully review the detailed invoice and raise any questions or concerns you may have with the @VC Billing department.
Absent any questions or concerns, we will draw down on the retainer deposit to cover the invoice. We will replenish the retainer deposit in equal installments using a payment method on file.
Retainer deposit funds belong to you, the Client, until we earn fees by invoicing our services. Any funds paid towards retainer deposits will be deposited into our firm's trust account and handled in accordance with our trust accounting policies pursuant to California Rule of Professional Conduct 4-100 and Business and Professions Code §§ 6211-13. This does not apply to Flat Fees or @VC Monthly Subscription fees, which are considered earned when charged. Unless we agree to a Flat Fee or @VC Monthly Subscription, all work will be billed on an hourly basis.
At any time, you are entitled to request a return of the remaining balance in your retainer account by written notice to billing@atvirtualcounsel.com.
Are filing fees/expenses included in any of your fee structures?
Our fees DO NOT include third-party charges for postage, filing fees, license fees, application fees, or other charges and fees. Notably, this includes fees associated with forming a corporate entity and/or amending Articles/Certificates of Incorporation or other similar corporate documents and/or filing with governmental authorities. When we pay those fees on your behalf, you will be billed for them at cost.
How much does @VC Monthly Subscription cost?
Our Subscription Tiers range from $1,000 to $10,000/mo depending on your company's size, needs, stage, etc. Click here to compare all our Subscription Tiers.
How do I know which subscription level to choose?
We customize our monthly plans to suit your needs depending on your company's size, needs, stage, etc. Schedule a free consultation and we will find the best Subscription Tier for your business!
How does @VC Monthly Subscription work?
@VC Monthly Subscriptions include a defined set of deliverables specified under your selected Subscription Tier, which constitutes the Scope of Work, with the following key terms:
- Unlimited calls, emails, Slack messages: Connect as often as needed. All calls are scheduled in advance and are subject to attorney availability.
- Access to: (a) dedicated Slack channel (requires Slack Pro or higher); (b) AI-powered attorney-client portal; (c) confidential Shared Google Drive; (d) Carta (add "VirtualCounsel, PC" as your law firm).
- Contract Drafting: All deliverables listed under your selected Subscription Tier are drafts from our template documents, customized to fit your particular needs. Any drafting not included in your selected Subscription Tier is out of scope and eligible for a 20% discount, except for Trademark, Fundraising, and M&A services. If a draft requires revision, redlines, or negotiation with a third party, it rises to the level of a Contract Redline / Negotiation.
- Contract Review: All contracts up to 20 pages per contract are included for review only (e.g., a 21-40 page contract review is out of scope and eligible for a 20% discount). If, after review, a contract requires revision, redlines, or negotiation with a third party, it rises to the level of a Contract Redline / Negotiation.
- Contract Redline / Negotiation: Limited per month based on your selected Subscription Tier, up to 20 pages per contract (e.g., a 21-40 page contract redline counts as two (2) contract redlines). Out-of-scope monthly contract redlines are eligible for a 20% discount. Unused monthly contract redlines do not rollover. Contract redlines apply to all contracts, whether we drafted or a third party drafted.
What level of contact will I have with my attorney if I’m a @VirtualCounsel subscriber?
You have on-demand access to your attorney POC and the entire team via scheduled phone/video consultations, email, and Slack messages.
How does the subscription cost stack up against hourly?
On average our clients pay about half of the cost if they were paying by the hour. We know, it’s a bit hard to believe, but what happens in our relationships with clients is that - since you’re not being charged for every email and every minute on the phone, you end up communicating with us way more - that’s the point!
What is the subscription commitment term?
All Subscription Tiers, except the entry-level @VC Launch tier, are offered on an annual Subscription Commitment Term that automatically renews at the end of each twelve (12) month term, unless otherwise terminated pursuant to this Agreement. Only the @VC Launch tier is structured as a pure month-to-month engagement with no annual commitment.
During the Subscription Commitment Term, you may upgrade to a higher Subscription Tier at the then-current pricing upon written notice to us, but you may not downgrade to a lower Subscription Tier.
At the end of the Subscription Commitment Term, you may request to downgrade or cancel your @VC Monthly Subscription by providing at least thirty (30) days' written notice to @VC before the end of your then-current term. If you provide such notice, your downgrade or cancellation shall take effect at the end of the then-current term. Any such requests made outside of the thirty (30) day window shall become effective at the end of the next Subscription Commitment Term.
@VC Monthly Subscriptions bill on the same calendar day each month that the subscription commenced. Each monthly payment is considered earned when charged and is deposited directly into our operating account at that time. A valid payment method must be kept on file at all times and will be used for subsequent billing cycles. Payment methods can be changed at your discretion.
How flexible are your subscriptions?
@VC Monthly Subscriptions include a defined set of deliverables specified in the Scope of Work.
We've found that business and the law are fluid. Some months you may use the subscription services heavily, and some months you may not use them at all. Regardless of your usage, we are reserving and committing our time and resources to account for your subscription commitment.
Therefore, you acknowledge and agree that you are obligated to pay the @VC Monthly Subscription fee during the Subscription Commitment Term, regardless of your actual usage of the subscription services.
How will I know if a service falls outside the scope of my subscription?
As our clients scale, the volume and complexity of work tend to increase and become more regular. We monitor subscription usage and scope and will communicate in good faith any request for services that is out of scope, which may require a Subscription Tier upgrade or ad hoc Flat Fee or hourly billing from time to time.