Start-Up Lawyer in Tampa, Florida

Before filing a single document, we develop your formation strategy. This means analyzing your co-founder structure, capital plans, investor expectations, and long-term goals to determine the right entity (Florida or Delaware C-Corp), the optimal authorized share count, par value, and initial equity split. A thoughtful formation strategy prevents expensive corrections later.

A cap table tracks exactly who owns what in your company - founder shares, investor equity, option pool allocations, and advisor grants - organized by share type, price, and percentage. Every investor and acquirer will review your cap table during due diligence. We build it correctly from day one so it remains clean, accurate, and investor-ready as your company grows.

The Articles of Incorporation is the foundational corporate document filed with the state. It establishes your company's legal existence and defines critical terms including the number of authorized shares and par value. The authorized share structure you establish here affects every equity issuance you will ever make - it must be set up correctly from the start.

A founders agreement defines the relationship between co-founders before disputes arise. It covers equity splits, vesting schedules (including cliff and acceleration provisions), roles and responsibilities, decision-making authority, IP assignment obligations, and what happens if a founder leaves. Most co-founder disputes happen because this document was never drafted or was drafted poorly.

By-laws are the internal governance rules of your corporation. They define how the board of directors is structured, how meetings are called and conducted, what constitutes a quorum, how votes are taken, officer roles and authorities, and how the by-laws themselves can be amended. Investors review your by-laws during due diligence to assess your governance structure.

Issuing shares is not simply handing out certificates. It requires board approval, properly executed stock purchase agreements, and - critically - 83(b) elections filed with the IRS within 30 days of any restricted stock grant. Missing the 83(b) window is a common and costly mistake. We handle the full share issuance process with the right documentation and ensure every deadline is met.

When you bring on investors, they sign a subscription agreement documenting their investment, the shares or instruments they are receiving, and their representations and warranties to the company. This is the core investor document that protects both parties and creates a clear record of every investment transaction.

An ESOP allows you to grant stock options to employees and advisors as incentive compensation. Setting it up correctly requires determining the right option pool size (typically 10-20% of fully diluted shares), obtaining a 409A valuation to establish the exercise price, and structuring vesting schedules that attract and retain top talent. We draft the ESOP plan and all supporting option grant documents.

Advisors provide strategic guidance, introductions, and domain expertise in exchange for advisory shares. An advisor agreement defines the scope of their engagement, the advisory equity grant and vesting schedule, confidentiality obligations, and IP assignment terms. Every advisor relationship should be documented - even informal ones.

Every employee should sign a written agreement covering at-will employment terms, compensation, IP assignment (any work created for the company belongs to the company), confidentiality obligations, and non-solicitation provisions. Without a signed employee agreement, you risk IP ownership disputes and difficulty protecting your business relationships.

Consultants and independent contractors must be clearly distinguished from employees - misclassification creates tax and legal liability. Your consultant agreement should define the scope of work, independent contractor status, IP ownership (work made for hire provisions are critical), payment terms, and confidentiality obligations. Any IP a consultant creates for you must be expressly assigned to the company.

The CIAA (also called a PIIA - Proprietary Information and Inventions Agreement) ensures that all intellectual property created by founders, employees, and contractors in connection with the company belongs to the company - not to the individual who created it. Investors require this document as a baseline due diligence item. Without it, your IP ownership is at risk.

Beyond assignment agreements, startups need a broader IP strategy. We advise on federal trademark registration for your brand and product names, trade secret protections and internal policies, patent considerations for novel technology or processes, and how to maintain IP ownership as your team and product evolve. A sound IP strategy from day one protects your most valuable assets.