Startup Financing Counsel for Founders Raising Pre-Seed to Series A
Cea Legal P.C. represents founders of technology companies raising their first outside capital, from a pre-seed SAFE round through a priced seed or Series A. We prepare and negotiate the financing documents, clean up the company before investor diligence, and close the round. Our office is at 14 Wall Street in Manhattan, and we work with founders in New York and across the United States.
Founding attorney Michele Cea advises on angel and venture capital investments, corporate structuring and securities compliance. He is admitted in New York, holds an LL.M. from Fordham Law School, and also counsels founders building in crypto and digital assets.
Who we work with
- Founders and CEOs of software, SaaS, AI, fintech and digital-asset startups
- Companies raising from angels, accelerators, seed funds and early-stage venture firms
- First-time founders who formed through an online service and now need counsel before a raise
- International founders launching or expanding a U.S. company
What we handle at each stage
Pre-seed (SAFEs and convertible notes)
- Choosing between a post-money SAFE, pre-money SAFE and convertible note
- Valuation caps, discounts, MFN provisions and side letters
- Tracking how each instrument converts, so founders understand dilution before the priced round
Getting investor-ready
- Delaware C-corporation formation, or conversion from an LLC
- Founder stock purchase agreements, vesting and 83(b) elections
- IP assignment from founders, employees and contractors
- Board and stockholder consents, bylaws and a clean cap table
- Authority to do business in New York for Delaware companies operating here
Priced seed and Series A rounds
- Term sheet review and negotiation: valuation, option pool, liquidation preference, anti-dilution, board composition, protective provisions and pro rata rights
- Closing documents, typically based on the NVCA model forms: stock purchase agreement, amended and restated certificate of incorporation, investors’ rights, voting and right of first refusal/co-sale agreements
- Due diligence response and disclosure schedules
- Equity incentive plan and option grants
Closing and after
- Securities exemption compliance, including the federal Form D and New York notice filing
- Closing checklists, signature collection and funds flow
- Ongoing outside general counsel support once the round closes
How we work with founders
- Direct access to the attorney. Founders work with Michele Cea, not a rotating team.
- Built for investor timelines. We plan the legal work backward from your target closing date.
- Plain-language advice. We explain what each term means for control, dilution and the next round before you sign.
- One firm for the adjacent work. Commercial contracts, IP and office leases are handled in-house.
Frequently asked questions
Do I need a lawyer to raise a pre-seed round on SAFEs?
Not always for a single small SAFE on the standard Y Combinator form, but most founders benefit from a review before they sign. A lawyer checks the cap, discount, MFN and side-letter terms, models how several SAFEs convert together, and confirms the company is set up correctly for the priced round that follows.
When should a startup hire a lawyer before raising money?
Ideally before the first investor conversation, and at the latest when a term sheet arrives. Fixing founder vesting, IP assignment or entity structure after investors start diligence slows the round and can change the terms.
What does a startup lawyer do in a seed or Series A round?
Company counsel negotiates the term sheet, prepares the financing documents, responds to investor diligence, and manages the closing. That includes the stock purchase agreement, the amended certificate of incorporation, investor rights, voting and co-sale agreements, and the required securities filings.
What should I look for when choosing a lawyer for my seed or Series A round?
Look for experience with venture financing documents, familiarity with market terms, and responsiveness on your timeline. Ask who will actually do the work, how they handle diligence, and whether they can support the company after closing.
Should I use a big law firm or a boutique for my seed round?
Both can do the work; the right fit depends on the size of the round and how much direct attorney attention you want. Large firms bring broad resources; a boutique typically gives early-stage founders direct access to a senior attorney.
Is Clerky or Stripe Atlas enough, or do I need a startup lawyer?
Formation services are useful for incorporating and issuing standard documents. They do not negotiate terms, advise on your specific cap table, or represent you when an investor pushes back. Many founders start with a service and bring in counsel before raising.
What is the difference between a SAFE and a convertible note?
A SAFE is a right to future equity with no interest or maturity date. A convertible note is debt that accrues interest, has a maturity date, and usually converts at the next priced round.
What should founders negotiate in a Series A term sheet?
The terms with the biggest long-term effect are valuation and option pool sizing, liquidation preference, anti-dilution protection, board composition, and investor protective provisions. Pro rata rights and drag-along terms also shape future rounds and any exit.
What filings are required after closing a seed round in New York?
A company relying on Rule 506 of Regulation D must file a Form D with the SEC within 15 calendar days after the first sale. New York also requires a Form D notice filing through the NASAA Electronic Filing Depository within 15 days of the first sale to a New York investor. Other states where investors reside may have their own notice requirements.
Why do investors want a Delaware C-corporation?
Most venture investors and their standard documents are built around Delaware corporate law, which is well developed and predictable. A Delaware corporation operating in New York must also be authorized to do business here.
What is an 83(b) election, and why does the deadline matter?
When founders receive stock subject to vesting, an 83(b) election lets them be taxed on its value at grant rather than as it vests. The election must be filed with the IRS within 30 days of the stock issuance, and the deadline cannot be extended.
Talk to a startup financing lawyer in New York
If you are preparing to raise or have a term sheet in hand, call (212) 847-5007 or request a consultation. Cea Legal P.C., 14 Wall Street, 20th Floor, New York, NY 10005.
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