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Startup and Small Business Lawyer in San Francisco
Starting a company is a series of legal decisions you only get one chance to make cleanly. How you incorporate, who owns what, how equity vests, what you sign before you have leverage. Get them right early and they become the foundation you build on. Get them wrong and they resurface, expensively, in your first funding round or your exit.
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Spiller Law helps founders and small-business owners make those decisions with confidence. Founded by Lindsay Spiller, the firm has advised entrepreneurs across the San Francisco Bay Area for more than 20 years, in technology, advertising, entertainment, media, music, and film, as well as finance, manufacturing, real estate, and professional services. You work with a small, senior team led by Lindsay Spiller, not a rotating cast of junior associates. Every engagement is scaled to your stage, from pre-formation to acquisition.
Our Services for Startups and Small Businesses​
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Entity Formation & Structure
The entity you choose shapes your taxes, your liability, and your ability to raise money. We help you pick correctly the first time. A Delaware C-corporation if you're on a venture track and expect to take institutional funding. An LLC or California corporation if you're a bootstrapped or lifestyle business. We handle the formation, founder equity splits, vesting schedules, and 83(b) timing so your cap table is clean before investors ever look at it.
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Contracts & Agreements
Most disputes trace back to a contract that was never signed or never read closely. We draft, review, and negotiate the agreements a growing company actually needs. Customer and services contracts, contractor and IP-assignment agreements, NDAs, offer letters and employment agreements. Whether you need a reusable template set or a single highstakes deal negotiated on your behalf.
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Intellectual Property​
For most startups, the IP is the company. We make sure it's actually owned by the business, with proper assignment from founders, employees, and contractors. And we protect it through trademarks, copyrights, and trade-secret practices. Getting assignment right early is one of the first things a serious investor or acquirer will check.
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Fundraising & Financing​​
We guide founders through the instruments real rounds use: SAFEs, convertible notes, and priced preferred-stock rounds. We also handle the securities-law side (Regulation D exemptions, investor documents, cap-table impact) so a fast "yes" from an investor doesn't create a slow problem later. We'll help you understand dilution and terms before you sign, not after.
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Mergers, Acquisitions & Exits​​
When you buy, sell, or wind down, the structure matters as much as the price. We handle asset and stock transactions, buy-sell agreements, due diligence, entity conversions, and dissolutions, protecting your interests on both sides of a deal.
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Outside General Counsel​​
Not every company needs a full-time lawyer, but every company hits moments when it needs one fast. We serve as ongoing outside counsel for founders and small businesses. Day-to-day contracts, governance, compliance, and the judgment calls in between. You have a trusted advisor on call without the cost of an in-house hire.
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Regulatory & Compliance​​
We keep your company aligned with California and federal requirements: worker classification, licensing, corporate governance, and the compliance obligations that come with growth.​​​​​​​
About the Firm
Spiller Law is led by its founder, Lindsay Spiller. Lindsay has advised startups, founders, and small-business owners for over 20 years, and he brings an unusually practical view of deal-making to the work: before practicing law he was a professional sports agent who negotiated contracts for top NFL, MLB, NBA, and PGA athletes. He was also a working musician and sailing instructor. Lindsay earned his undergraduate degree from UC Berkeley and his law degree from Georgetown University Law Center, and is licensed in California and the District of Columbia.
​As the firm grows, Lindsay works alongside a growing team of experienced attorneys who collaborate across Spiller Law's practice areas: startups and business, entertainment, and sports. That cross-disciplinary depth is a natural fit for a firm built where business and creative industries meet: your matter gets senior, focused attention plus the range of a team that treats these areas as connected.
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The result is what clients have always valued about Spiller Law: clear counsel, straight talk about risk, and a team that treats your company's problems as its own.
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Testimonials
"We have worked with Lindsay Spiller for several years. Lindsay is a brilliant business attorney and I'm so glad to know him and have him as our counsel."
- Tony Brenta, CEO, Phoenix Day
"Lindsay navigated us brilliantly through some early start-up issues, offering very specific guidance along the way while executing all key documents and agreements. He is also one of the kindest people you will ever meet. This is the person you want at your side. He is patient, thorough, tough when needed, and highly ethical. I cannot recommend him more highly."
- Cynthia Harrison Barbera, Founder of a Digital Publishing Company Startup
Frequently Asked Questions
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Do I really need a lawyer to start a company?
Not for everything. But the decisions that are expensive to unwind (how you incorporate, who owns the equity, what you sign before you have leverage) are exactly the ones worth getting right the first time. A short engagement early is almost always cheaper than fixing a broken cap table or an unassigned piece of IP during a funding round.
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LLC, S-corp, or C-corp: which is right for my startup?
It depends on where you're headed. Founders planning to raise venture capital almost always want a Delaware C-corporation, because that's the structure investors expect and preferred stock requires. A bootstrapped or lifestyle business is often better served by an LLC or a California corporation. We match the entity to your funding plans and tax situation rather than defaulting to one answer.
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Should I incorporate in Delaware or California?
If you intend to raise institutional money, Delaware is usually the right call. Its corporate law is well-developed and investors are comfortable with it. If you're a local small business with no plans to take outside equity, a California entity may be simpler and cheaper. We'll walk you through the trade-offs for your specific plan.
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What contracts does every new business need?
At a minimum: solid customer or services agreements, contractor and employee agreements that assign IP to the company, NDAs where appropriate, and clear founder and equity documents. We can build a reusable template set so you're not paying for a custom contract every time, and negotiate the highstakes deals individually.
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What's a SAFE, and how is it different from a convertible note or a priced round?
A SAFE (Simple Agreement for Future Equity) and a convertible note both let you raise money now and set the valuation later, when you raise a priced round. A note is technically debt with interest and a maturity date, while a SAFE is not. A priced round sets a valuation today and issues stock immediately. Each has trade-offs for dilution and control; we help you pick the right instrument and understand what you're actually giving up before you sign.
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How do I protect my startup's intellectual property?
Start by making sure the company actually owns it. That means proper IP assignment from every founder, employee, and contractor, which is one of the first things investors and acquirers check. From there we protect it through trademarks, copyright registration, and trade-secret practices appropriate to your business.
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When should I bring in a startup attorney, before I have traction, or after?
Before, if you can. The cheapest time to get formation, equity, and IP right is at the start, when there's nothing to unwind. That said, it's never too late. If you're already operating, a short review can catch the gaps before they matter.
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How much does a startup lawyer cost?
It depends on scope, and we're transparent about it up front. Many founders start with a focused formation-and-equity engagement, then use us as needed for contracts and fundraising, or on an ongoing outside-counsel basis. Your first consultation is free, and we'll give you a clear sense of cost before any work begins.
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Do you help small businesses that aren't venture-backed startups?
Yes. A large part of the practice is established small businesses. Contracts, transactions, entity conversions, dispute resolution, buy-sells, and succession planning. You don't need to be chasing venture capital to work with us.
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Who will I be working with?
You'll work with a small, senior team led by founder Lindsay Spiller. As the firm has grown, Lindsay has been joined by experienced attorneys who collaborate across Spiller Law's practice areas, so your matter gets senior attention and the range of a firm that works across business, entertainment, and sports, not a hand-off to a rotating cast of junior associates.
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Do you work with clients outside San Francisco?
Yes. Our main office is in San Francisco, but we work with founders and businesses throughout the Bay Area and across California and beyond. Consultations can be scheduled remotely.​​