Startup Attorney
Delina Yasmeh advises California startup founders on entity formation, co-founder agreements, IP assignment, and the legal infrastructure that lets you build something institutional , not just fast.
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 , 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, advisory 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.
Entity Formation & Co-Founder Structure
Who owns what percentage, what happens if a co-founder leaves, and who controls the company , these decisions should be documented before the first customer. Delina structures startup entities with these questions answered explicitly.
IP Assignment & Founder Agreements
If you built anything before forming the entity , code, designs, content, a product , that IP needs to be formally assigned to the company. Investors and acquirers will ask. Delina handles IP assignment and advisor agreements from the start.
Startup Legal Documents
NDAs, term sheets, consulting agreements, offer letters, and independent contractor agreements. Delina drafts startup-specific documents that reflect how early-stage companies actually operate , not how Fortune 500 companies operate.
Equity & Vesting Structure
Founder equity without a vesting schedule is a risk. If a co-founder leaves after six months with 33% of the company, that is not a hypothetical , it happens regularly. Delina advises on standard vesting terms and cliff provisions before anyone has reason to dispute them.
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.
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.
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