Raising a priced round—whether Series Seed, A, or B—is a major milestone in a startup’s journey. But it can also come with sticker shock, especially when it comes to legal fees. This guide helps founders understand market pricing, what’s reasonable, and what makes a deal more expensive.
All prices assume the company is incorporated as a Delaware C-Corp.
Market Legal Fees (Top-Tier Startup Law Firms)
Company-Side Legal Fees:

Investor-Side Legal Fee Caps (Paid by Company):

Legal Fees We Consider Reasonable at Lawlace
Company-Side Legal Fees:

Add $5K for a roll-up vehicle if required.
Investor-Side Legal Fee Caps (Paid by Company):

Lawlace Pricing (For Startup Clients)
For founders who have purchased our Startup Launch Package or Startup Due Diligence Package, we offer:
Series Seed Flat Fee: $25K and Series A Flat Fee: $45k.
Includes: term sheet review and negotiation, pro forma cap table, main and ancillary financing docs, due diligence (excluding a clean-up), negotiations and one closing.
No surprise hourly bills.
What Drives Up Legal Costs?
These are the most common factors that push your deal into "mid" or "complex" pricing territory:
⚠️ Corporate cleanup. If you started a company using DIY tools like LegalZoom, Stripe Atlas, or Clerky and did not issue founder stock properly—or used a lawyer who isn't experienced in venture-backed startup work—undoing the mess can easily double the fees. Cap table mistakes (missing or incorrect board consents and stock documents) and tax mistakes (e.g., 83(b), QSBS) are the most expensive to fix.
⚠️ Cap table renegotiations and disputes. For example, buying out a departed co-founder or founders selling a portion of their stock to investors (“cashing out”) adds complexity, negotiation, and custom drafting.
⚠️ Non-standard convertibles and side letters. Unique SAFEs and convertible notes with odd conversion terms, especially those raised at low valuation caps, often require renegotiation or complicated modeling before the round can close.
⚠️ Non-standard term sheet. Top-tier VC firms tend to use clean, founder-friendly terms. If your lead investor proposes unusual terms like warrants for common stock or oversized boards, the legal documents require custom negotiation and redrafting, which increases costs.
⚠️ LLC or non-Delaware structure. NVCA financing documents assume a Delaware C-Corp. If you’re an LLC, every doc must be manually drafted into an operating agreement and subscription agreement. This is the most expensive kind of financing we see. Choosing a state other than Delaware will also increase the fees on both the company and investor sides because venture lawyers are used to Delaware law, and secretaries of state (e.g., of Missouri) might not be familiar with long and complex charters—making filings more difficult and time-consuming.
⚠️ Rolling closings. Coordinating multiple closing tranches with separate investors requires legal time for updates and adjustments between each. Unusual escrow/timing needs can further increase complexity and cost.
💡Pro Tip: Negotiate a reasonable cap on investor legal fees to align incentives and control costs.
A high fee cap incentivizes investors to over-lawyer the round—prolonged diligence, redlines over immaterial issues, and endless back-and-forth. Founders often underestimate this: your own legal bill typically ends up 1.5–3x the investor's fee cap. Give them a $80K cap, and you might be signing up for a $240K round. Not worth it. Aim for $20K–$50K caps in early-stage deals.
Tips to Keep It Clean
Before fundraising, prepare a data room and use this free Due Diligence Checklist to ensure everything is in order.
Have questions about your upcoming round or want a personalized estimate?
Reach out to our team or explore our legal packages here.
This guide is for informational purposes only and reflects U.S.-based market pricing for startup financing deals. Your specific facts may vary.