When you’re a startup lawyer, part of your job is to serve as a document merchant. It’s part of the job, but it’s probably my least favorite part of the job. I love learning from startups. I love working with startups. Working with growing startups to make them better — that’s just what we do. Providing high-quality documents is just a small part of that process.
Documents by themselves with no context are free. They are available online in a million different places. When I first launched this site more than three years ago, I linked to a bunch of different resources with free legal docs. There are many more such sites today. For FREE. F-R-E-E!!!
Using the right documents at the right time, and then applying them correctly to the specifics of your situation – that’s the trick, my friends. Should I be a corporation or an LLC? Where should I incorporate? When should I incorporate? What’s the optimal tax strategy for my business? Two of our co-founders are moonlighting while working for other companies but we want to make sure we properly assign the IP to our startup. One of our co-founders left and moved to Hawaii and we aren’t sure what that means for our startup going forward.
For investment rounds, there are SAFE and convertible notes and convertible equity documents online for free. But when does it make sense to pick one type of investment as opposed to the others? What disclosures do you need to provide investors? What filings do you need to do with state and federal authorities? What qualifications do your investors need? How does this affect the valuation of the company and the issuance of founders’ shares?
That contract you found online, is it enforceable in your state? Does it apply to your entity type? Does it have the elements of the contract necessary to be enforceable in the way you need?
Startup lawyers do not provide value by giving you documents. Startup lawyers provide value by explaining context and making sure your company is in a position to do what it needs to do to succeed — whether by raising capital, growing, or ultimately being acquired by a larger company. That’s our real job.
A good startup lawyer has your back before you know you needed someone there. And that’s not something that can be found in a legal document online.