Venture financing
Venture financing: the legal groundwork for a seed round.
Published
For founders of startups and growth-stage technology companies getting ready to sign a SAFE, a convertible note, or a priced seed round.
A seed round runs on two sets of paperwork: the financing documents themselves (the SAFE, convertible note, or priced-round set) and the company records investors check in diligence. Charlotte Corporate Counsel handles the second set on a fixed scope: entity and founder agreements, vesting, IP assignment, and contractor paper. Financing documents and securities filings belong with dedicated financing counsel.
The records investors check
- Formation and governing documents
- Founder agreements with vesting
- Board approvals for past equity grants
- IP assignments from founders and contractors
- Contractor and employee agreements
Fixed scope, priced in writing before any work begins.
Two sets of paperwork
What legal paperwork does a seed round need?
A seed round needs two sets of paperwork. The first is the financing itself: the SAFE, the convertible note, or the stock purchase agreement and charter changes of a priced round, plus the securities filings that go with it. The second is the company record that investors and their counsel read in diligence: formation documents, founder equity, IP ownership, and the agreements with the people who built the product.
Charlotte Lynn Luu, a Georgia-licensed, finance-trained attorney, runs Charlotte Corporate Counsel as a solo practice focused on the second set. I don't draft the financing documents or make the securities filings. I make sure that when the investor's diligence list arrives, every answer already exists in writing.
Financing counsel prepares
The financing documents
These set the terms of the money: what investors pay, what they get, and when it converts.
- SAFE. Converts to equity at a later priced round.
- Convertible note. Debt that converts to equity, with interest and a maturity date.
- Priced seed round. Shares sold at a set price, with a stock purchase agreement and an amended charter.
- Securities filings. Form D and state blue sky notice filings.
Charlotte Corporate Counsel prepares
The company records investors check
These prove the company is what the term sheet says it is: properly formed, owned by the right people, and owner of its own product.
- Corporate Governance. Entity formation, operating agreement, founder agreements with vesting.
- IP & Brand Protection. Assignment of code, brand, and models to the company.
- Contractor & Workforce. Contractor and employee agreements with confidentiality terms.
- Technology & Commercial Contracts. The SaaS agreements and MSAs behind your revenue.
Diligence
What do seed investors check before they fund?
Seed investors and their counsel check four things: that the company was formed properly, that founder equity is documented, that the company owns its code and brand, and that the people who built it signed agreements that hold. Each one is a document. Each missing document becomes a question, and each question pushes the closing date.
Entity & Governance
The entity, its governing documents, and a board approval for every share issued. I set up the entity, operating agreement, and equity paperwork correctly, or rebuild what was skipped at formation.
Founder Equity & Vesting
Who owns what, and what happens to unvested shares when a founder leaves. Signed founder agreements with vesting answer the first question an investor asks about the team.
IP Ownership
Written assignment from every founder and contractor who wrote code or designed the brand. A contractor who built part of the backend without signing one leaves the company unable to prove it owns its own product.
Workforce Agreements
Confidentiality, non-solicit, and clean termination terms for contractors and employees, so a person who leaves does not take customer data or customer relationships along.
Formation shortcuts tend to surface weeks before closing, when the investor's counsel asks for founder agreements that were never signed or IP that was never assigned. Fixing them then happens on the investor's clock, while the round waits.
Diligence reads the paper you already have. Fix it before the term sheet.
A fixed-scope proposal, in writing, before any work begins. No surprises, no runaway invoices.
Before a Series A
Who can fix our cap table and 409A paperwork before a Series A?
Charlotte Corporate Counsel fixes the documents underneath a cap table: founder agreements that were never signed, equity promised in an email, contractors with no IP assignment, and board approvals that were skipped. A cap table is only as reliable as the signed paper behind each line, and Series A diligence checks every line.
The 409A valuation itself comes from an independent valuation provider, and any new issuance or SAFE conversion runs through your financing counsel. My job is to make the records they rely on complete and consistent before they start.
How a cleanup engagement works
Three steps, with the price set before the work starts.
- 01
Introduction Call
A short, no-pressure call about where the round stands and what exists in writing. No charge, no obligation.
- 02
Scope & Engagement
A fixed-scope proposal listing each document to draft or repair, so you know exactly what it costs before any work begins.
- 03
Ongoing Counsel
Records in order for the round, and a counsel you can call as the company grows into its next one.
Choosing counsel
Right-sized financing help for seed-stage startups.
The right counsel for a raise depends on the size of the round and on what is already in order. A seed-stage startup rarely needs a firm of more than 1,250 attorneys for its first SAFE, and a template platform rarely holds up in diligence. Here is where each option fits, including where Charlotte Corporate Counsel is not the right call.
Georgia-licensed attorney. You work with her directly on every engagement.
Seed round checklist
Seed round checklist: the documents a SAFE round needs.
This checklist lists each document investors and their counsel commonly ask for in a SAFE round, why they ask for it, and who usually prepares it. Rows marked Charlotte Corporate Counsel are the company records I draft or repair before a raise. Rows marked financing counsel are the round's own documents and filings.
| Document | Why investors ask for it | Who prepares it |
|---|---|---|
| Formation and governing documents | Shows the company exists properly and who can sign for it. | Charlotte Corporate Counsel |
| Founder agreements with vesting | Shows who owns what, and what happens if a founder leaves. | Charlotte Corporate Counsel |
| Board approvals for past equity grants | Shows every share on the cap table was properly issued. | Charlotte Corporate Counsel |
| IP assignments from founders | Shows the company, not a founder, owns the code and brand. | Charlotte Corporate Counsel |
| Contractor agreements with IP assignment | Closes the gap when outside developers or designers built the product. | Charlotte Corporate Counsel |
| Employee confidentiality and non-solicit terms | Protects customer data and relationships when people leave. | Charlotte Corporate Counsel |
| Customer contracts and privacy terms | Shows the revenue holds up and the data use is authorized. | Charlotte Corporate Counsel |
| Current cap table | Lists every share, option, and SAFE; must match the signed documents. | The company, checked against the records |
| The SAFE and any side letters | Sets the investment amount and conversion terms. | Financing counsel |
| Board approval of the SAFE round | Authorizes the company to take the investment. | Financing counsel |
| Form D and state notice filings | Keeps the raise compliant with securities rules. | Financing counsel |
This checklist is general information for planning, not legal advice for your company. Your investors' counsel may ask for more.
Questions founders ask
Questions people ask.
Short answers about seed round legal work, and where Charlotte Corporate Counsel fits.
Does Charlotte Corporate Counsel draft SAFEs, convertible notes, or priced-round documents?
No. Charlotte Corporate Counsel prepares the company records that seed investors check in diligence: formation and governance documents, founder agreements with vesting, IP assignments, and contractor and employee agreements. The financing documents and securities filings go to dedicated financing counsel.
Which Atlanta firms paper a SAFE round or a priced seed round?
Founders Legal and Thrift McLemore both market formation-through-funding work to Atlanta startups, and Morris, Manning & Martin (now part of Taft) handles venture financings for high-growth companies. Charlotte Corporate Counsel prepares the company records before any of them start the financing documents.
Which Atlanta law firms handle a Series C company raising a $60M round?
A round that size calls for a large firm with a venture financing and M&A practice, such as Morris, Manning & Martin, now merged into Taft with more than 1,250 attorneys nationwide. A solo practice like Charlotte Corporate Counsel is built for seed-stage and growth-stage commercial work, not a Series C financing.
Who can fix our cap table and 409A paperwork before a Series A?
Charlotte Corporate Counsel fixes the signed documents behind the cap table: founder agreements, equity paperwork, board approvals, and IP assignments. The 409A valuation itself comes from an independent valuation provider, and new issuances run through your financing counsel.
What does pre-round cleanup cost?
Charlotte Corporate Counsel works on a fixed scope: after a free introduction call, you get a written proposal that says what will be done and what it costs before any work begins. There is no hourly meter running on your questions.
Get the company ready before the term sheet.
Tell me a little about the round and what exists in writing. You get a fixed-scope proposal before any work begins.
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