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Startup lawyers Sydney

Startup Lawyer Sydney

Lazarus Legal's startup lawyers set up companies, document co-founder ownership, secure IP and prepare capital raise documents for founders in Sydney and across Australia. We scope each piece of work and quote the fee before any chargeable work starts, with shareholders agreements from $2,500 + GST.

Reviewed by Mark Lazarus, Director. Updated October 2026.

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Watch: Protect your IP before you productise, explained by Mark Lazarus. How we secure IP ownership

The seven legal steps to get right before you launch

A startup lawyer gets seven things in order before a company launches or raises money: the company structure, co-founder ownership, the raise, staff and contractors, IP ownership, the brand and staff equity. The notes under each step come from issues that have come up in our own startup matters.

  1. 1. Setting up the company

    Most startups we act for trade through a proprietary limited company. Where the brand or technology is the main asset, we usually recommend two companies: a holding company that owns the IP and the shares, and a trading company that signs supplier and customer contracts and carries the day-to-day risk. The holding company licenses the IP to the trading company, often for a nominal fee, so the brand stays protected if the trading company runs into trouble.

    A registered business name is not a separate legal entity. If a business trades only under a business name, the company or person holding that name is the party bound by every contract and liability.

    Before drafting anything else, we ask for the company's constitution. A company with more than one shareholder and no constitution of its own is governed by the replaceable rules in the Corporations Act 2001 (Cth), which say little about investors, share classes or a departing founder. A new trading company can be registered with its own constitution while the shareholders agreement is still being settled. Our company registration lawyers page covers incorporation.

  2. 2. Agreeing ownership between co-founders

    Co-founders need a shareholders agreement once shares are issued, and it deals with control: ordinary and special resolutions, the decisions that need shareholder consent, the board, pre-emptive rights, drag-along and tag-along rights, share transfers, deadlock and exit. Terms that belong in an investment document, such as conditions precedent, staged funding and use of funds, should sit in a subscription agreement instead.

    Vesting, leaver and buy-back terms for a working founder can go straight into the shareholders agreement, which avoids paying for a separate founders agreement that overlaps with it. Not every early company needs vesting, shareholder loans or several share classes at the start, but most should include a power to set up an employee option plan, so every shareholder signs knowing that dilution will come. A venture investor will usually redraft the agreement on its own terms, and the first thing it assesses is whether the existing documents are in order.

    Founders often hold their shares through a trustee company. Where a founder is still employed elsewhere and bound by a restraint, the agreement has to define the company's business so that it stays outside the restricted field. We draft from a commercial terms document the founders have agreed in writing, which keeps the drafting to the deal. Our shareholder agreement lawyers handle these agreements for companies at every stage.

  3. 3. Raising money from investors

    A proprietary company cannot make an offer of shares that needs a disclosure document, other than to existing shareholders and employees (Corporations Act, s 113(3)). Each investor in an early raise must therefore fall within a Chapter 6D exemption, usually small-scale personal offers to no more than 20 investors raising no more than $2 million in 12 months (s 708(1)), an investment of at least $500,000 (s 708(8)(a)), or a sophisticated investor with an accountant's certificate (s 708(8)(c)).

    A SAFE converts into shares at a later priced round and carries no interest. A convertible note is a loan that converts into shares on an agreed trigger, and may have to be repaid if it does not convert. Our guides to the SAFE agreement and the convertible note set out the terms that matter to founders.

    In our matters, the points that hold up a raise are usually practical:

    Share numbers.
    We confirm whether the valuation is pre-money or post-money and whether it is fully diluted, including any shares reserved for an employee option plan (the option pool). Where the agreed price produces fractional shares, we recommend a share split before completion.
    Earlier instruments.
    We confirm that no SAFEs or convertible notes remain to convert before the issue price is fixed, and remove conversion terms that no longer apply.
    Existing shareholders' rights.
    Pre-emptive rights in the constitution or shareholders agreement must be waived in writing for each issue. Where the existing agreement needs both an amendment and an accession by the new investor, we combine them into one deed so the parties sign once.
    The investor.
    The subscribing entity, whether a person, a company or a super fund trustee, should be fixed before signing. An overseas investor may need advice on their own country's securities laws, and a subscription paid in a foreign currency needs a clause on who carries any exchange rate movement.
    Money arriving early.
    If an investor wants to pay before the long-form documents are ready, an advance subscription agreement can hold the funds against the agreed price without turning them into a loan.
    Who we act for.
    We act for the company, so we recommend that each investor obtains independent advice.

    Our capital raising lawyers handle larger rounds.

  4. 4. Hiring employees and contractors

    Since 26 August 2024, whether a worker is an employee or a contractor under the Fair Work Act 2009 (Cth) depends on the whole working relationship, including how it operates in practice. A well-drafted contractor agreement supports contractor status but cannot guarantee it, and superannuation, PAYG and payroll tax each apply their own tests.

    Where a co-founder or operator is paid through a share of profits instead of shares, the agreement has to record that the arrangement is contractual and gives no equity or control, and set out the profit formula and what happens on a sale. Our employment agreement lawyers prepare contracts for a startup's first hires.

  5. 5. Making sure the company owns its IP

    Work that founders create before the company exists stays in their personal names until it is assigned. The gap causes two problems: an investor will ask for the assignment deed in due diligence, and if the founders fall out, ownership becomes arguable. A contractor also keeps the copyright in what they create unless a written, signed assignment transfers it (Copyright Act 1968 (Cth), s 196).

    When we review IP ownership, we check the developer agreement against the assignment deed, look for contributors with no written arrangement, such as a freelance designer or video producer, and ask whether any material was created with AI tools. Where the IP sits with a trustee company, the trustee needs a resolution approving the assignment. In a new company, the founders' assignment deeds can be signed on the same day as the shareholders agreement and take effect when the shares are allotted. Our intellectual property lawyers advise on ownership disputes and licensing.

  6. 6. Protecting the brand name

    Registering a business name or company name gives no exclusive right to use it. A trade mark registration gives exclusive rights only for the goods and services it lists, so a word mark filed for one product in one class will not cover the flavours, product lines or logo that follow. Where products are made overseas, consider filing in the manufacturer's country before artwork circulates, particularly where that country registers the first applicant to file. An Australian application or registration can also be the base for international filings under the Madrid Protocol. Our trademark lawyers run clearance searches and file applications.

  7. 7. Offering shares or options to staff

    An employee option plan is made up of the plan rules, the offer letters issued to each recipient and the board resolution adopting the plan. The size of the pool affects the cap table, because investors often price a round on a fully diluted basis that includes it. If staff equity is not needed yet, the plan can wait, provided the shareholders agreement allows it to be set up later. Our guide to ESS and ESOP employee equity explains the two structures. Eligibility for the start-up tax concession and the valuation used should be confirmed by your accountant, as we do not give tax advice.

When should a startup hire a lawyer?

A startup should hire a lawyer before it signs or issues anything that is expensive to undo. In our experience, a dispute over IP ownership, a supplier or a departing founder costs many times more than getting the documents right at the start.

In our matters, the points to act on are usually these:

  1. before founder shares are issued, or a co-founder's share of profits is agreed

  2. before pitch decks, artwork or product information go to agencies, brand ambassadors or investors, when a mutual or one-way NDA should be in place

  3. before signing a manufacturing or supply agreement, particularly on who owns the product formulation, which way exclusivity runs and what happens if minimum order quantities are missed

  4. before signing a term sheet, and again before investor money is received

  5. before contractors start building the product or brand

  6. when a co-founder leaves, because restraints in shareholders agreements often run in cascading periods, and passing one anniversary does not end a longer restraint or the separate confidentiality and IP obligations. Our shareholder dispute lawyers advise on both sides of a founder exit.

How much does a startup lawyer cost?

Lazarus Legal's startup fees start at $1,500 + GST for an IP assignment deed, with company formation at $1,650 + GST and a shareholders agreement at $2,500 to $3,500 + GST. The figures below are fees we have quoted on recent startup matters.

ItemFeeBasis
Before you launch
Company formation: name search, ASIC registration and constitution$1,650+ GST, plus ASIC's $636 registration fee at cost
Shareholders agreement$2,500 to $3,500+ GST, depending on how much negotiation the founders need
IP assignment deed$1,500+ GST
IP licence from a holding company to a trading company$1,500+ GST
Mutual and one-way NDAs$1,500 for both+ GST
Employee option plan: rules, offer letters and board resolution$2,500+ GST, fixed
Manufacturing and supply agreement$3,500+ GST
Raising money
Capital raise documents for three investors: subscription agreements, deeds of accession, board resolution and waiver of pre-emptive rights$10,000+ GST
A new investor joining an existing shareholders agreement$6,500 to $9,500+ GST, in three fixed stages
If a founder leaves
Advice on a former founder's restraint$2,500 to $4,000+ GST, confirmed as a fixed fee once we have seen the documents

Fees include drafting and up to two rounds of amendments with you. Where several documents are engaged together, we quote a package: five founding documents itemised at $10,500 to $11,500 + GST were quoted at $10,000 + GST as a package.

Where a fee depends on negotiation, we quote a base and an upper figure, and tell you before the work moves towards the upper figure. Work we do not do is not billed. Negotiation with another party's lawyers sits outside the fixed fee, and we agree a separate fixed fee or move to hourly rates, telling you which before that work starts. Our pricing page lists fees for other business matters.

Want a fee quote for your startup documents?

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How do you choose a startup lawyer?

Choose a startup lawyer who tells you, before you engage them, who will do the work and whether your budget covers what you need. Two questions settle most of it:

Who drafts the documents?
At Lazarus Legal, the lawyers you meet draft them, and you deal with them directly.
Will the lawyer tell you if the budget falls short?
When a founder's budget will not cover documents that hold up, we say so and stage the work.

Startup case studies

These matters show how our startup lawyers work with founders, from incorporation to investment. Clients are not named, and industries and identifying details have been changed to protect confidentiality.

Structuring a first raise from three private investors

Client
Two co-founders of an early-stage outdoor equipment brand raising their first round from three private investors, one of them based in the United States.
Challenge
The founders had agreed a pre-money valuation on a fully diluted basis that included an employee option pool. At the agreed issue price, their existing share numbers produced fractional shares, and the overseas investor raised foreign securities law questions.
What we did
2 points
  • We prepared the board resolution approving the raise, a waiver of pre-emptive rights for the existing shareholders, and a subscription agreement and deed of accession for each investor.
  • We recommended a share split before completion so that every allocation came out in whole shares, flagged the issue price, share numbers and the tax and duty provisions for the founders' accountant, and recommended that a US lawyer check the overseas investor's position, as we do not advise on foreign law.
Outcome
The founders approved the documents and the share split, so the documents could go to the investors.
What this shows
Settling the cap table figures first means each investor's document is drafted once.

Accepting an angel investment before the long-form documents were ready

Client
A hospitality software company accepting an investment of more than $500,000 from an angel investor.
Challenge
The investor wanted to pay before the full subscription and shareholders agreements could be finalised. The term sheet assumed a share split that had not yet happened, and earlier draft resolutions referred to an old shareholders agreement and an option pool that no longer reflected the deal.
What we did
4 points
  • We prepared an advance subscription agreement.
  • The funds were paid as an advance on the subscription price, carried no interest and were repayable only in limited circumstances, and if the full agreements were not signed by an agreed date, the company still had to issue the shares under fallback terms.
  • We replaced the outdated resolutions with standalone resolutions approving the share split and the share issue, including the existing shareholder's written consent waiving the pre-emptive rights in the constitution.
  • We confirmed that the investment qualified for the disclosure exemption in s 708(8)(a) and prepared a covering email recommending that the investor obtain independent advice.
Outcome
The founder received clean final documents ready to sign.
What this shows
A committed investor does not have to wait for the full documents if the interim agreement fixes the price and the fallback.

Protecting founders in a seven-figure investment

Client
A renewable energy services company taking a seven-figure investment for a minority stake under a binding term sheet.
Challenge
The investor's draft subscription agreement contained SAFE conversion terms that no longer applied, warranties from every shareholder, and investor protections that started before the money arrived.
What we did
4 points
  • We fixed the share numbers and issue price to the valuation in the term sheet, and removed the SAFE conversion terms after confirming that no SAFEs remained to convert.
  • In line with the term sheet, the revised draft limits the title and capacity warranties to the lead founder's trustee company, with liability capped and limited to the trust's assets, and no founder gives warranties personally.
  • We added a payment default clause, so that if the investor does not pay at completion, no shares are issued and it does not join the shareholders agreement.
  • The investor's consent rights start at completion, the tax, litigation and IP warranties are limited to the company's knowledge, and board decisions still require the lead founder's vote.
Outcome
The revised agreement went back to the investor with each founder protection in the term sheet reflected in it.
What this shows
A binding term sheet is the benchmark, and the long-form agreement should be checked against it clause by clause.

Redrafting founder-prepared documents for a brand made overseas

Client
Two founders of a skincare brand manufactured in Asia, with family members investing alongside them.
Challenge
The founders had prepared their own supply agreement, market protection agreement and a combined subscription and shareholders agreement. They had worked on the brand for several months before incorporating, and their trade mark application covered one word for one product.
What we did
4 points
  • We treated their drafts as the brief and drafted new documents.
  • The supply agreement dealt first with ownership of the formulation, then exclusivity, white labelling, minimum order quantities and an enforcement mechanism that works against an overseas manufacturer, with the confidentiality terms folded in.
  • The shareholders agreement was rebuilt around control, with the funding terms taken out and a carve-out for a future option plan.
  • We added an IP assignment deed for the founders' pre-incorporation work and a licence from the holding company to the trading company, and flagged trade mark coverage for the product pipeline and in the manufacturer's country.
Outcome
The founders engaged us for the five documents as a fixed package priced below the itemised total, and added a review of their logistics agreement.
What this shows
Founder-drafted documents make a useful brief, but the formulation and IP terms decide what the company owns.

Giving a co-founder a share of profits without equity

Client
A founder launching a property services business through a new company owned by his existing holding company, with a co-founder who would run day-to-day operations.
Challenge
The co-founder was to receive a minority share of the economic benefit, including on a sale, without holding shares or any control rights. The founder's initial budget would not cover documents capable of holding up if the relationship ended.
What we did
4 points
  • We gave a fee range that depended on how much negotiation the profit share would need, and staged the work.
  • Stage 1 covered incorporation with a bespoke constitution, shareholder and intercompany loan agreements for the group's funding, and a services and profit sharing agreement.
  • That agreement set the profit formula, payment mechanics, leaver terms and the co-founder's entitlement on an exit, assigned all IP to the company, and recorded that the co-founder holds no equity or control rights.
  • The tax treatment went to the founder's tax adviser.
Outcome
The founder engaged us on the Stage 1 scope.
What this shows
A co-founder can share in profits and an exit without owning shares, provided the contract deals with the exit as well as the day-to-day arrangement.

Documenting a two-founder group with an outside restraint

Client
Two founders of a fitness booking platform, each holding shares through a trustee company, in a group with a holding company and separate product companies.
Challenge
One founder was still employed elsewhere and bound by a restraint deed with that employer, so the group's business had to be defined to stay outside the restricted field.
What we did
3 points
  • We drafted the shareholders agreement from a commercial terms document the founders had agreed first, and prepared an IP assignment deed from each founder.
  • The shareholders agreement and both deeds were set up to be signed on the same day, with the IP assignments taking effect when the shares are allotted.
  • The one term the founders had not agreed, the carve-out for the restricted field, was held over until it could be defined precisely.
Outcome
The founders gave consolidated instructions on the first draft, and the second draft was prepared from them.
What this shows
Agreeing commercial terms in writing before drafting keeps the shareholders agreement to the deal and isolates the points still open.

Facing something similar with your startup?

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Your startup lawyers

Mark Lazarus, Director at Lazarus Legal

Mark Lazarus

Director

Mark advises founders on company structure, shareholders agreements, capital raising, IP and trade marks. He spent around six years as Global Legal Director at Monster Energy across EMEA and Asia Pacific, is admitted to the NSW Supreme Court and in England and Wales, and presented at the 2026 Startup to Scaleup Summit.

View Mark's profilein
Chen Gabay, Solicitor at Lazarus Legal

Chen Gabay

Solicitor

Chen runs capital raises for early-stage companies, including subscription agreements, deeds of accession, share splits and the resolutions that go with them, and coordinates matters when Mark is away.

View Chen's profile

What happens after you contact us?

After you contact us, we run a conflict check, ask for the documents we need and send a written scope and fee proposal.

  1. Scope and fee. Once the conflict check is clear, we ask for the documents that fit your matter, usually:

    • the company's constitution, or confirmation that it has none
    • the cap table, including any SAFEs, convertible notes or options
    • the commercial terms the founders have agreed, in one document
    • how the existing business is held, and what needs to move into a new company, such as contracts, staff, business names, domains and IP
    • who is building the product, and any developer or contractor agreements
    • for a raise, each investor's full name or entity, address and investment amount, and the proposed completion date
    • your timing, funding target and budget.

  2. Costs disclosure agreement. Once you accept the proposal, we issue the costs disclosure agreement the law requires.

  3. Identity checks. Since 1 July 2026, law firms must carry out anti-money laundering checks for services such as capital raises. Our third-party provider verifies the company and its beneficial owners, generally anyone holding 25% or more or otherwise controlling it, and where shares are held through a trust we ask for the trust deed. The provider's fee is charged at cost.

  4. Funds in trust. We usually ask for about half of the initial fees to be paid into our trust account. Documents are usually turned around within one to two weeks of the costs agreement being signed and the funds arriving.

Talk to a Sydney startup lawyer about your company.

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