Startup Law
Legal services in startup law
- Incorporation and founder relationships
- Seed, VC and other investment rounds
- Legal “stack” for startup growth
- ESOP and team motivation
- Exit – sale, M&A and preparation for IPO
Naumović & Partners supports startups and scale-up companies through every stage of growth – from incorporation and the first founders’ agreements, through seed and VC rounds, to exit via sale or IPO.
We combine experience in corporate & M&A, IT/AI and intellectual property to provide startups with a legal structure that keeps pace with their development.
What we do for startups and scale-ups
Early mistakes in incorporation and founder relationships often become the greatest source of risk during investment rounds and exit. We help teams establish a clear ownership structure, voting rights, vesting and consensus-based decisions from the outset, in a way that is aligned with future investment.
- Choice of legal form and ownership structure (founders, advisory, ESOP pool)
- Founders’ agreement: rights and obligations of founders, vesting and reverse vesting
- Agreements with co-founders, early employees and key collaborators
- Alignment with the planned ESOP programme and future investments
Incorporation and founder relationships
Incorporation and founder relationships lay the foundations for all future financing rounds and a potential exit. We help founders, investors and management structure the company in a way that is legally sound, efficient and tailored to the industry in which they operate.
- Incorporation and group structures (holdings, SPVs, joint ventures)
- Structural changes: mergers, demergers, transformations
- Members’ agreements, shareholders’ agreements, vesting mechanisms
- Corporate governance, supervisory and executive bodies, policies and internal rules
- Compliance with local regulations, stock exchange rules and regulators (where applicable)
Seed, VC and other investment rounds
In seed, VC and other investment rounds, the key is to balance speed of closing with protection of the interests of founders and investors. We pay special attention to balancing founder and investor protections, with clear control and exit mechanisms, to avoid deadlocks in subsequent rounds.
- Term sheet analysis and negotiation (economics, control, protective clauses)
- SAFE, convertible notes and equity rounds (Seed, Series A–C)
- Investment agreements, shareholders’ agreements, reserved matters
- Cap table analysis and modelling before and after a round
- Preparation for due diligence – corporate, IP, IT and data “housekeeping”
Legal "stack" for startup growth
Growing startups reach a point where they must move from ad-hoc contracts and documents to a structured legal framework that supports scaling. We help put in place the basic “legal stack” – from terms of service to IP, HR and data policies – aligned with GDPR and other regulations relevant to tech products.
- Terms of Service and Privacy Policy for platforms, SaaS and applications
- Standardised B2B and B2C contracts (client and partner agreements)
- IP and know-how ownership: agreements with employees, freelancers and vendors
- Basic GDPR compliance for startups (data mapping, DPA, cookie policy)
ESOP and team motivation
ESOP programmes and other forms of employee ownership participation are becoming standard in ambitious tech companies. We align ESOP and similar programmes with shareholders’ and investment agreements so that the structure is clear, sustainable and acceptable to future investors.
- Design of ESOP/PSOP programmes (pool, vesting, cliff, good/bad leaver)
- Agreements with key employees and management
- Alignment of ESOP terms with shareholders’ agreements and investment agreements
- Preparation of documentation for implementation and team communication
Exit – sale, M&A and preparation for IPO
Preparation for exit begins long before the first purchase offer. Legal preparation and transaction structure directly affect the valuation and allocation of the purchase price, so we work to ensure the startup enters the exit phase “clean,” without hidden legal risks.
- Pre-exit “legal clean-up” (corporate, IP, contracts, data)
- Exit structure: share deal, asset deal, acqui-hire, secondary sales
- Negotiation of earn-out, retention and non-compete clauses
- Advising founders and investors on their rights and obligations
Startup law in synergy with Corporate, IT, IP and Data Privacy
The way a startup is legally set up from the beginning affects every subsequent phase – from technical contracts and IP ownership to investments and exit. That is why the startup team works in direct coordination with the corporate, IT/AI, IP and data privacy teams, allowing us to cover the startup’s entire lifecycle within a single firm.
Is your startup ready for the next phase?
Whether you are just incorporating, negotiating your first investment, or thinking about exit, we can review your current legal position and point out the key risks and opportunities. Fill in the form below or send us your pitch deck or term sheet.