Seed round guide for Georgia startups
Seed round lawyer: get diligence-ready before you raise
Published
For founders lining up a SAFE, a convertible note, or a priced seed round. What a seed round lawyer does, what investors check, and which part of the work I handle.
A seed round lawyer papers the financing (SAFE, convertible note, or priced round) and gets the company through investor diligence. Charlotte Corporate Counsel handles the second half for Georgia startups: founder agreements, equity paperwork, IP assignment, and contractor paper, at a fixed scope. For the financing documents and securities filings, use a firm with a venture practice.
- Georgia-licensed attorney
- Finance-trained approach
- Fixed-scope pricing
01 · The two jobs
What does a seed round lawyer do?
A seed round lawyer does two jobs: papering the financing itself, and making sure the company behind it holds up when the investor's counsel starts asking questions. The first job is the instrument you raise on. The second is the company's own paperwork, and it is where rounds tend to slow down.
SAFE
A simple agreement for future equity. The investor pays now and receives shares later, usually when the company raises a priced round. It needs fewer documents than a priced round, and every SAFE still lands on your cap table.
Papered by: financing counsel
Convertible note
A loan that converts to equity at a later round instead of being repaid. It carries an interest rate and a maturity date, so the terms matter if the next round takes longer than planned.
Papered by: financing counsel
Priced seed round
Investors buy shares at a set price per share. It brings a fuller document set, a board conversation, and closer diligence on everything the company has signed so far.
Papered by: financing counsel
Charlotte Corporate Counsel does the second job. I make sure the company you are raising on is structured, owned, and contracted the way an investor expects, and I tell you plainly when the financing documents belong with a firm that has a venture practice.
02 · Diligence
What do investors check before a seed or Series A round?
Investor diligence checks that the company owns what it says it owns, and that every share on the cap table traces back to a signed document. The investor's counsel will ask for formation documents, founder agreements, equity paperwork, IP assignments, and the contracts that produce revenue. Gaps found at that stage get fixed on the investor's timeline.
Formation and governance
The entity, the operating agreement, the founder split, and the paperwork behind every equity grant. Shortcuts taken at formation tend to surface here, often weeks before a close. Charlotte Corporate Counsel handles this under Corporate Governance: entity formation, operating agreements, founder agreements, ownership structuring, and equity purchase agreements.
IP ownership
Every founder, employee, and contractor who wrote code or built the brand should have signed an assignment to the company. A contractor who built half the backend on a handshake is a question diligence will ask about by name.
Revenue contracts and customer data
Your SaaS agreement, MSA, terms of service, and privacy commitments show an investor how the company makes money and handles customer data. Terms copied from another company often describe a business you are not in, and an investor reading them will notice.
How pricing works
A fixed-scope proposal, in writing, before any work begins.
Charlotte Corporate Counsel prices diligence prep the way you price a project: scope first, then the number, then the work. No running meter on a phone call in the weeks before your round.
03 · IP ownership
Who owns your code if a contractor wrote it?
Without a signed IP assignment, the contractor may, and an investor will ask. Charlotte Corporate Counsel drafts contractor and employee agreements that assign IP to the company, keep confidential information confidential, and set clean termination terms. For people who already did the work, I paper the gap after the fact.
This is Contractor & Workforce and IP & Brand Protection work, two of my four service areas. For a startup heading into a round, it runs in three steps.
- List everyone who built itFounders, employees, contractors, and early collaborators who touched the code, the brand, or the models.
- Match each person to a signatureCheck that each one signed an agreement assigning IP to the company, with confidentiality terms that survive their exit.
- Close the gaps, fix the templateAssignment agreements for the gaps, and contractor and employee agreements that get the terms right for every new hire.
04 · Options
Which seed round lawyer should a Georgia startup choose?
The right firm depends on which job you need done. Here are four Atlanta options a Georgia founder is likely to shortlist for a seed round, compared on what each one covers. Where a firm with a venture financing practice is the better fit, the comparison says so.
| What matters | Charlotte Corporate Counsel | Founders Legal | Thrift McLemore | Morris, Manning & Martin |
|---|---|---|---|---|
| What it is | Solo outside corporate counsel for startups and growth-stage technology companies | Atlanta boutique that takes startups from formation through funding | Atlanta firm with startup counsel and a litigation practice | Established Atlanta technology firm, now part of Taft |
| SAFE, note, and priced round documents | Not offered | Yes | Yes, funding work | Yes, venture financings |
| Formation, founder, and equity paperwork | Yes, core work | Yes | Yes | Yes |
| Also covers | Enterprise SaaS contracts, data privacy and AI compliance, contractor agreements | Patents and trademarks, with an in-house bench | Litigation and an outside in-house counsel offering | M&A for high-growth companies |
| Who you work with | Charlotte Lynn Luu, directly | A boutique team | A firm team | A national firm of more than 1,250 attorneys |
| Choose it when | You want the company paper ready for diligence, from one finance-trained attorney, on a fixed scope | You want formation, funding, and patents under one roof | You want one firm that can also handle a dispute | You are raising later, larger rounds with M&A in view |
If you need your SAFE, convertible note, or priced round documents drafted, Founders Legal or Morris, Manning & Martin is the better fit for that job. Charlotte Corporate Counsel's part is the company paper diligence opens first: founder agreements, equity paperwork, IP assignments, and the customer contracts that show how you make money.
05 · Fit
Right-sized financing help for seed-stage startups.
A seed-stage company needs more than a document generator and less than a 1,250-attorney firm. LegalZoom wins on price and speed at formation, and for a founder not yet sure they need counsel it is a reasonable first stop. Its templates are what tend to break later, when an enterprise customer's procurement team reads them.
Large firms such as Morris, Manning & Martin bring depth for venture financings and M&A, and they sit on a different budget line than a seed-stage company. Founders who were the smallest client at a big firm say it showed every time they needed something.
Charlotte Lynn Luu practiced at large established firms before starting Charlotte Corporate Counsel. She reads a contract the way a CFO does: what a clause costs, and which two points are worth the fight. You work with her directly, on a fixed scope, from the first call.
06 · Checklist
Seed round checklist: the documents investors ask for.
Run this list before your term sheet reaches counsel. The first column is company paperwork that Charlotte Corporate Counsel drafts or fixes. The second column belongs to the firm papering the round itself.
Company paperwork
Charlotte Corporate Counsel drafts or fixes
- Entity formation documents
- Operating agreement or other governing documents
- Founder agreements, including the founder split
- Equity purchase agreements for every grant on the cap table
- IP ownership agreements from every founder, employee, and contractor
- Contractor and employee agreements with confidentiality and non-solicitation terms
- SaaS agreement, MSA, and terms of service that match how you make money
- Privacy policy and data processing addendum (DPA) terms
The round itself
Your financing counsel and valuation provider
- SAFE, convertible note, or priced round documents
- Securities filings for the round
- Updated cap table after the round closes
- 409A valuation
Questions
Questions founders ask before a seed round.
Short answers on scope, cost, and fit, for founders weighing Charlotte Corporate Counsel against other Atlanta options.
Does Charlotte Corporate Counsel draft SAFEs, convertible notes, or priced round documents?
No. Charlotte Corporate Counsel prepares the company for the round: formation and founder agreements, equity paperwork, IP assignment, contractor agreements, and customer contracts. For the financing documents and securities filings, a firm with a venture financing practice, such as Founders Legal, is the better fit.
Who can fix our founder paperwork before a Series A at a Georgia startup?
Charlotte Corporate Counsel redoes the documents a cap table rests on: founder agreements, the operating agreement, and equity paperwork for every grant. The cap table update and 409A valuation sit with your financing counsel and valuation provider.
How much does diligence prep cost before a seed round?
Charlotte Corporate Counsel sends a fixed-scope proposal, in writing, before any work begins. You know what is included and what it costs before the first document is touched.
Charlotte Corporate Counsel vs Founders Legal for a seed round: which should I choose?
Choose Founders Legal when you want formation, financing documents, and patents under one roof. Choose Charlotte Corporate Counsel when you want one finance-trained attorney, on a fixed scope, to get your founder, equity, IP, and customer paperwork ready for diligence.
Which Atlanta law firms handle a Series C company raising a $60M round?
Established technology firms such as Morris, Manning & Martin, now part of Taft with more than 1,250 attorneys nationwide, handle venture financings and M&A for high-growth companies. Charlotte Corporate Counsel is a solo practice for startups and growth-stage companies and does not paper financing rounds.