Startup Attorney
Delina Yasmeh advises California founders on cap table integrity, founder agreements with vesting and IP assignment, operating agreements that hold under diligence, and the SAFEs, notes, and cleanup work that prepare a company for institutional financing.
Get Started →The documents you skip at formation are the ones that hurt you at Series A.
Most startup legal disasters are not spectacular. They are a co-founder who owns 40% of the company with no vesting schedule, a product built on IP that was never formally assigned to the entity, or a cap table that no institutional investor will touch. These problems are invisible until they are expensive.
California adds specific complications for startups. Work created by employees during the scope of employment is owned by the employer under California Labor Code § 2870, but the line between “scope of employment” and personal projects is contested and has been litigated. Founders who worked at other companies before starting their startup need to understand this risk explicitly.
The entity decision also matters early. If you plan to raise venture capital, you almost certainly need a Delaware C-Corp, because most institutional funds have restrictions on investing in LLCs. If you are building a bootstrapped profitable business, a California LLC may be significantly more tax-efficient. Delina advises on this decision before formation, not after you have been operating in the wrong structure for two years.
Early-stage companies also need contracts that reflect how startups actually work: contractor agreements compliant with the AB5 worker-classification framework, advisory agreements, master service agreements, and NDAs that are enforceable but not so heavy that they scare off the people you need to bring in.
Legal infrastructure for California founders building something real.
Cap Table Integrity & Founder Equity
The cap table records who owns what, on what terms, with what vesting, as of what date. A cap table that is internally inconsistent or that records founder equity without proper vesting and reverse vesting is the one that fails diligence. Delina constructs and maintains cap tables that hold up under institutional review, with vesting calibrated to the actual facts of the team rather than a uniform default.
Founder Agreements & IP Assignment
The IP assignment is the most consequential provision in a founder agreement. Without a clean assignment of pre-formation work product to the company, the company does not own what the founders built before formation, which becomes a diligence problem at the next round or the eventual sale. Delina drafts founder agreements with substantive IP assignments, good-leaver and bad-leaver mechanics, and the invention-assignment provisions required for enforceability against later employees.
SAFEs, Convertible Notes & Seed Instruments
Most pre-seed and seed rounds use SAFEs or convertible notes rather than priced rounds. Delina drafts SAFEs on the Y Combinator post-money template and convertible notes addressing principal, interest, maturity, discount, valuation cap, and conversion triggers. She also reviews counterparty instruments from institutional investors and produces a redline calibrated to your negotiating position in the deal.
Operating Agreements & QSBS Planning
Most startups operate under an LLC before converting to a Delaware C-corporation ahead of institutional financing. Delina drafts operating agreements investors will accept on diligence and coordinates the conversion when timed correctly. She also builds the qualified small business stock analysis into the year-one package, where the structuring decisions made at issuance, years before any exit, determine whether the founder qualifies for the gain exclusion.
What most people want to know.
Does a startup need a lawyer in California?
Every startup with co-founders, outside investors, employees, or intellectual property needs legal counsel. The cost of fixing a bad cap table, a poorly drafted co-founder agreement, or missing IP assignment is significantly higher than the cost of getting it right at formation. Delina advises founders who want to build something institutional from the start.
What legal documents do startups need in California?
At minimum: Articles of Incorporation or Organization, bylaws or operating agreement, IP assignment agreements for all founders, co-founder equity and vesting agreements, a form NDA, and a consulting or contractor agreement. If you are raising money, add a SAFE or convertible note agreement. Delina provides all of these through a startup legal package.
Should a California startup be an LLC or a C-Corp?
If you plan to raise venture capital, you need a Delaware C-Corp. Venture funds generally will not invest in LLCs. If you are building a profitable small business without institutional investors, an LLC or S-Corp may be more tax-efficient. The choice depends entirely on your financing strategy. Delina advises on this decision early, before the wrong structure makes fundraising harder.
What is a startup cleanup engagement before a Series A?
Most companies arrive at a Series A introduction with at least one structural problem: founder equity allocated without proper vesting documentation, a generic operating agreement that does not meet institutional standards, missing or unenforceable IP assignments, or a cap table that is internally inconsistent. A cleanup engagement is scoped to the specific gaps surfaced in a structural review and produced before the introduction goes out, not after the lead investor asks the question on diligence, when fixing it costs the company time and negotiating ground.
The work that surrounds the founder package.
LLC Formation & Conversion
The operating agreement institutional investors accept on diligence, and the clean conversion to a Delaware C-corporation timed ahead of a priced round.
Read →Trademark & Brand Protection
The U.S. trademark application for the brand the company is building, filed alongside the year-one founder package so the mark is protected from launch.
Read →Further reading on startup & founder advisory.
LLC vs C Corp for Your Startup: The Decision That Actually Matters
LLC vs C corp for your startup isn't a simple choice. Here's what the tax rates, QSBS rules, and VC preferences actually mean for your situation.
Ready to build a startup on a legal foundation that survives due diligence?
Delina works with founders who want to get the structure right from day one, not clean it up when an investor asks why the IP was never assigned. Tell us your situation, your entity, your co-founder structure, and your legal document needs.
Get Started →