Startup & Venture · Ongoing counsel
Outside General Counsel for Venture-Backed Startups
Once you have raised, the legal work becomes steady rather than occasional: customer contracts, board consents, option grants, Delaware filings and investor updates. Our outside general counsel retainer covers that work on a monthly basis, with the scope in writing, for U.S. startups and for African startups with a Delaware parent.
What the retainer covers
- Commercial contracts: customer, vendor, SaaS, NDAs, partnership and reseller agreements, reviewed or drafted from your templates.
- Board and stockholder consents, meeting minutes and an up-to-date minute book.
- Equity: option grants, plan administration, cap table upkeep and 83(b) reminders for restricted stock.
- Delaware housekeeping: annual report and franchise tax reminders, registered agent, good standing.
- Employment and contractor paperwork, including IP assignment for every hire.
- Fundraising support: investor updates, data-room maintenance and early review of SAFEs and term sheets.
- Coordination with your home-country counsel and tax advisers for the local subsidiary.
What is billed separately
- Priced financing rounds, which use our seed round scope.
- A Delaware flip or other restructuring.
- Acquisitions, mergers and sales of the company.
- Litigation and disputes.
- Tax advice and home-country legal work.
- Work above the agreed monthly scope, which we flag before starting.
Scope and recurring costs
| Item | Amount | Notes |
|---|---|---|
| Delaware franchise tax minimum | $175 or $400 | Paid to Delaware each March 1; depends on the method used |
| Registered agent | Varies | Paid to your provider |
Government fees as of Oct. 24, 2026, from USCIS Form G-1055, edition 10/16/26. Confirm before filing.
The retainer's scope, exclusions and how unused or excess work is handled are set out in a written engagement letter before it starts, and reviewed with you each quarter.
Who it is for
- Startups that have raised a SAFE round or seed round and now have investors expecting clean records.
- African startups with a Delaware parent and an operating subsidiary at home, who need someone to keep the U.S. side current.
- Founders who want a law firm they can call before signing, rather than after.
Not yet formed? Start with Delaware C-corp formation.
How it works
- Onboarding review of your records, contracts and cap table, with a list of fixes.
- A monthly scope and a single channel for requests.
- Agreed response times for routine and urgent requests.
- A quarterly call to review the scope, the board calendar and upcoming financings.
Problems a retainer prevents
- Options promised to hires but never approved by the board, discovered in the next round's diligence.
- Customer contracts signed on the customer's paper with uncapped liability or IP ownership clauses.
- Contractors who built the product without signing an IP assignment.
- A missed March 1 Delaware deadline and a lapse in good standing.
Founder visas
Forming or restructuring a U.S. company does not give anyone a visa or permission to work in the United States. Founders who want to live and work here need their own immigration strategy, and the company structure you choose now can help or hurt it later.
- E-2 treaty investor. The State Department's treaty country list shows E-2 treaties with Morocco, Senegal, Egypt, Tunisia and Cameroon, and E-1 and E-2 treaties with Togo and Liberia. Founders who are nationals of those countries can look at the E-2 treaty investor visa.
- O-1 extraordinary ability. Nigeria, Ghana and Kenya do not appear on that treaty list. Founders from those countries more often look at the O-1 visa, which turns on the founder's own record rather than nationality.
If a founder's petition is delayed or denied, see the federal-court options for E-2 denials and O-1 denials.
Who handles your matter
DC Federal Litigation PLLC performs the U.S. corporate and venture work on this page itself, from our office at 1717 N Street NW, Washington, DC, for founders and investors wherever they are. Meetings and signing happen remotely, so you do not need to travel.
We advise on U.S. law: Delaware corporate law, the U.S. transaction documents and the federal securities filings that go with them. We do not advise on the law of your home country, and we do not give tax advice. Where those questions arise, we work alongside your home-country counsel and your tax adviser, and we say in writing at the start which questions belong to them.
Before any work begins you receive an engagement letter that sets out the scope of the work, what is included and what is not.
Frequently asked questions
What is an outside general counsel?
A law firm that acts as a company's regular legal adviser without the company hiring an in-house lawyer. It handles day-to-day legal work, such as contracts, board records and equity grants, and spots issues early. Other matters, such as litigation or tax, are referred or scoped separately.
When does a startup need one?
Usually after the first outside money arrives. Investors expect board approvals for major decisions, an accurate cap table, properly documented customer and employee contracts, and timely Delaware filings. Before that, many founders manage with good formation documents and occasional advice. A retainer makes sense once legal requests arrive every month rather than every quarter.
What falls outside the retainer?
Priced financing rounds, flips and restructurings, mergers and acquisitions, litigation, tax advice and home-country legal work are outside the retainer. If a request falls outside the agreed scope, or the volume of routine work exceeds it, we tell you before starting and agree it in writing, so there are no surprises.
Can you support our subsidiary in Africa?
We handle the U.S. parent and the U.S.-law contracts, and we coordinate with your home-country counsel on the subsidiary's local matters, such as employment law, local filings and licences. We keep intercompany agreements, board approvals and the cap table consistent between the two entities, which is what investors check first in diligence.
Can we cancel the retainer?
Yes. The engagement letter sets the notice period, how work in progress is completed or handed over, and how your records are returned. We also review the scope with you each quarter, so the scope can be adjusted up or down as your needs change rather than you paying for work you do not use.
Does the retainer include fundraising?
It includes early support: investor updates, data-room upkeep and an initial read of SAFEs and term sheets you receive. A full SAFE round or priced seed round is handled as its own project, and the records we keep under the retainer make that project faster.
Do you handle employee stock options?
Yes. We prepare board approvals for grants, keep the option plan administered and the cap table current, and send 83(b) reminders where restricted stock is issued. Valuation for option pricing is done by a valuation firm, which we coordinate with.
Put a law firm on call
Tell us your stage, your investors and the legal work you expect each month. We propose a monthly scope that fits. Start with a paid consultation. If you engage the firm within 30 days, your consultation fee is credited in full toward your initial retainer.