Build your company correctly. Protect ownership. Prepare for investors.
Whether you are forming your first company, adding co-founders, raising SAFE financing, or preparing for investor diligence, the AI Legal Analyst helps identify the right legal path. Fixed fees, confirmed before any work begins.
Attorney-led by Sergei Tokmakov, Esq. · California attorney since 2011 · CA Bar #279869
Tell my AI Legal Analyst where your company stands and it identifies the right legal path, the package that fits, the price, and the next step. It organizes the picture. I do the legal work. This is legal information, not legal advice.
Formation, governance, and founder equity from day one.
Founder stock, vesting, IP assignment, 83(b).
SAFE, notes, cap table, and investor readiness.
Attorney read on the terms before you sign.
Data room, red-flag report, missing-document list.
Clean up inconsistent equity, IP, or records.
Book a $400 Founder Strategy Session or ask the analyst below.
Four stages from idea to investor diligence. Open the one you are in: each has the documents you need, the package that fits, and the guides, samples, and calculators for that stage, all in one place. Not sure? Ask the AI Legal Analyst or book a $400 Founder Strategy Session.
Fixed fees, confirmed before any work begins. The AI Legal Analyst organizes your equity, IP, and cap table; I personally prepare and review every document.
For founders who need direction before choosing a package.
Attorney-drafted founder ownership documents, prepared and reviewed for your company, not a template download.
The full startup legal foundation, drafted and reviewed end to end.
New company formation, done right, with ownership and IP built in from day one.
The flagship Founder package: prepare for fundraising and investor diligence, end to end.
For companies in active investor review.
Paid matters run in a private client workroom, not a folder of files: your documents, open decisions, risk flags, and revision history in one place. The AI Legal Analyst organizes the matter and the workflow. I perform the attorney analysis and the legal work.
Formation status, governance, and state registrations.
Founder stock, vesting schedules, and 83(b) status.
Founder, contractor, and advisor IP assignments.
SAFE agreements, convertible notes, and the cap table.
Data room, missing documents, and risk flags.
Open items and prioritized next steps.
A private Founder Readiness Workroom is included with the Investor-Ready Legal Sprint and opens with every paid Founder matter.
Everything below is free reference: the fundraising stage navigator, equity and valuation calculators, document generators, in-depth guides, and answers to common questions. The packages are above; the deep reference is here.
Select a stage to see the relevant documents, tools, and resources for that phase of your fundraising journey.
Browse every tool, calculator, generator, and guide across all fundraising stages. Use the tabs above to filter by a specific stage and see targeted recommendations for your current phase.
Key documents across all stages: SAFE agreements, convertible notes, cap tables, stock option plans, term sheets, stock purchase agreements, investor side letters, and more.
You are building your MVP and raising initial capital from friends, family, and angel investors. Typical raise: $50K to $500K. At this stage, simplicity is critical: use SAFEs? or simple convertible notes to avoid the cost and complexity of a priced round?.
Key legal documents: SAFE agreements, founder stock purchase agreements, vesting schedules, 83(b) elections, formation documents.
You have initial traction and are raising from angel investors and early-stage funds. Typical raise: $500K – $3M. SAFEs remain common at this stage, though some investors may push for convertible notes or even a priced round with a lead investor setting terms.
Key legal documents: SAFEs or convertible notes, cap table management, stock option plans for early hires, Form D filing, investor side letters.
You are raising a priced equity round led by institutional VCs. Typical raise: $3M to $15M. This is where term sheets become critical: economics (valuation, liquidation preferences?) and control provisions (board seats, protective provisions) are heavily negotiated.
Key legal documents: Term sheet, stock purchase agreement, investor rights agreement, voting agreement, right of first refusal, 409A valuation, expanded option pool.
Growth-stage fundraising with larger institutional investors. Typical raise: $15M – $100M+. At this stage, you are dealing with complex multi-series cap tables, secondary transactions, pay-to-play provisions, and increasingly sophisticated investor terms.
Key legal documents: Updated term sheets with ratchet provisions, expanded protective provisions, secondary sale agreements, updated 409A valuations, international subsidiary structures.
You are heading toward a liquidity event, whether through acquisition, merger, or public offering. Key concerns include liquidation waterfall analysis, tax planning (QSBS exclusion, capital gains), and managing the cap table through conversion and payout events.
Key legal documents: Merger agreements, stock transfer agreements, liquidation waterfall models, QSBS qualification analysis, capital gains planning.
Three things that most often go wrong in an early raise, and the plain-language terms you will see along the way.
Securities compliance is the biggest risk. Securities law violations can carry severe penalties, including rescission rights for investors, SEC enforcement actions, and personal liability. Confirm your exemption before you accept a check.
Form D has a hard deadline. If you rely on Regulation D (Rule 506(b) or 506(c)), you must file Form D with the SEC within 15 days of the first sale of securities. Many states also require a notice filing.
Get a 409A before granting options. A 409A valuation sets the fair market value of your common stock for option strike prices. Granting options without one can trigger Section 409A penalties for your team.
Interactive calculators to model cap tables, dilution scenarios, SAFE conversions, valuations, and more.
Model your ownership structure across multiple rounds and stakeholder classes.
See how new funding rounds dilute existing shareholders and model different scenarios.
Calculate vesting schedules with cliff periods, acceleration triggers, and monthly vesting.
Model how SAFEs convert into equity at your next priced round with cap? and discount? scenarios.
Estimate the fair market value of common stock for option pricing and compliance.
Calculate the potential value of stock options at different exit valuations and exercise prices.
Size your employee option pool and understand the dilutive impact on founders and investors.
Estimate how many months of runway your current funding provides based on burn rate.
Estimate federal and state capital gains taxes on stock sales, QSBS exclusions, and more.
Generate customized legal documents for your fundraising round. Fill in the blanks, download, and review with counsel.
Generate a Y Combinator-style SAFE with valuation cap, discount, and MFN options.
Generate Document →Create a convertible promissory note with interest rate, maturity, and conversion terms.
Generate Document →Build and export a clean capitalization table for your company's equity structure.
Generate Document →Draft individual stock option grant notices with vesting schedules and exercise terms.
Generate Document →Generate a stock purchase agreement for priced equity rounds with representations and warranties.
Generate Document →Issue restricted founder shares with vesting, repurchase rights, and 83(b) election provisions.
Generate Document →Create a company-wide equity incentive plan covering options, RSUs, and restricted stock.
Generate Document →Draft side letters for special investor terms like information rights, pro-rata?, and board observer seats.
Generate Document →Generate formal stock certificates with legends, share counts, and corporate details.
Generate Document →Create an investment agreement tailored to angel investors with standard protective terms.
Generate Document →Generate Reg CF-compliant offering documents for equity crowdfunding campaigns.
Generate Document →Draft revenue-share agreements with repayment caps, payment schedules, and covenants.
Generate Document →Generate a Simple Agreement for Future Tokens for blockchain and crypto projects.
Generate Document →Comprehensive interactive guides covering the most critical legal topics in startup fundraising.
Interactive anatomy of a VC term sheet: economics, control provisions, liquidation preferences, anti-dilution, and real case studies from Airbnb, Uber, and Snap.
Read the Full Guide →Howey Test quiz, Reg D/A+/CF/S exemption comparison matrix, accredited investor checker, and state-by-state blue sky law reference.
Read the Full Guide →Funding instrument explorer with decision tree: compare 12 funding types, compliance checklists, and stage-by-stage legal roadmap.
Read the Full Guide →Browse curated forum threads covering the most common fundraising questions founders ask.
In-depth articles covering equity, deal instruments, entity structure, and more.
Common questions founders ask about the legal side of fundraising.
I help founders structure seed rounds, review term sheets, draft SAFE and convertible note agreements, and navigate securities compliance. Whether you are raising your first angel round or negotiating Series A terms, I can provide the legal guidance you need.
Written attorney consultation, flat $240 · owner@terms.law
Describe your round and get an instant, attorney-designed read on the documents and terms you need. Free to start, no email required. This is informational, not legal advice, and does not create an attorney-client relationship.
Working on a term sheet? These three sibling resources pair well with the tools above.