Founding a company, fundraising, and the contracts that you didn’t know you needed.
Founders
From your first contract to the next round, and all the awkward questions in-between.
Founders
Organised by the company’s life cycle. Most people arrive somewhere in the middle.
What to sort out before you spend any money or incorporate. Who owns the IP? What should the early paperwork say? And what can wait?
Nothing has been signed yet, so this is a good moment to get a few things right because they will be easier to fix now and much messier later on. Who owns the intellectual property? That’s the really big one. If a co‑founder, a freelancer or a day job is anywhere near the idea, ownership may not sit where you assume it does. Then there is what you and anyone you are building with actually agree on, get it written down before there is something worth arguing about.
What I recommend at this point is a short call to find where the real risk lies, an agreement between the people involved, and IP assignments so the company - once it exists - owns what it runs on. Good preparation now spares you a nasty shock as you carry out your first due diligence.
Formation, shareholders’ agreement, cap table, and the structure you will be living with for years.
By the time you incorporate, a few decisions will quietly lock you in for years, and they are easier to set well at the outset than to change later on.
The shareholders' agreement matters more than the establishment itself: who holds what? What happens if someone leaves? And, how do decisions get made? Vesting is often skipped, yet that is precisely what protects those people who stay when a co‑founder leaves early. And the structure you choose – and where you base it – shapes your next round, your taxes and your exit, so it is worth deciding on purpose rather than relying on a template.
This is where I come in: I handle the establishment, but the part that matters most of all is the conversation before that, getting the cap table, the vesting and the shareholders' agreement terms to match what you actually intend, and in language you can read and understand. Done once and for all, but properly, so you are not left renegotiating it during a funding round.
Employment and contractor terms, customer contracts, standard terms, GDPR, and employee option plans.
Once you are signing up customers and bringing people on, the paperwork stops being theoretical.
There are many familiar traps and pitfalls:
Option plans are the other one, promised in an undocumented conversation, and then disputed at precisely the point when the company is finally worth something.
This is where I come in. I get the everyday documents right:
Once these are in place, most of the rest is routine, so you only call me for what is genuinely new.
Fundraising readiness, term sheet, investment documentation, and the process from first meeting to close.
The first rule of fundraising is simple: do not sign anything you do not understand! The term sheet is mostly non‑binding, bar a few provisions such as exclusivity and confidentiality, but it still frames what the final documents are drafted against, and in practice a point rarely reopens once it is agreed: liquidation preference, anti‑dilution, and who controls what? The time to decide on these is before you sign, not after.
Before any of that, being ready matters: a clean cap table, a data room that answers the obvious questions, and a corporate history without loose ends. Investors read unpreparedness as risk, and price it accordingly.
This is where I come in: I take you from the first meeting to the close with a readiness check that brings the weak spots to the surface before due diligence does, a term sheet that you actually understand, and the full investment documentation negotiated and drafted. Having sat on the investor side of the same deals, I can tell you which terms are worth spending your leverage on and which are standard, so you push on the things that actually matter.
Investors
I come in early, while the deal can still change shape.
A pre‑investment review is worth the most – while walking away is still cheap – before you are committed. It won't tell you whether the deal is worth your time, that call is yours.
What it can give you is an early read on the legal risks, from the deck and whatever documents you can share – before any meeting or full due diligence. From what I can see, that means whether the cap table matches the deck, what the existing contracts and any earlier investment terms commit you to, and where the way the company operates might carry risk. If there is already a due diligence report and it is shared with me, I can go through that too.
What tends to come up is the loose ends: unassigned IP, an arrangement that was never settled on paper, or an old convertible or option promise that changes the maths.
The legal spine of the transaction.
Once the decision is made, the documentation is where the transaction actually takes shape. Usually it runs in the following order: the term sheet sets the frame, due diligence confirms or adjusts what you are investing in, and the investment and shareholders' agreements make it enforceable.
Across those steps I draft and negotiate, keep the versions under control, and coordinate with the other side's counsel so that the document set stays consistent. I keep the process moving and keep you posted on where it stands.
Sometimes that is before you have even decided to invest.
Why people choose me
Founding from abroad
You do not need to fly to Budapest. You can do identification and signing work at a distance.
The documents get explained in a language you actually read, before you have to sign them.
Share transfers, capital increases, a new founder joining. The changes come back to the person who set the company up.
Pricing
01
You tell me where you are. It costs nothing and commits you to nothing.
02
An honest read on what the work will be likely to need from now to the finish, including the parts that arrive after the first document.
03
You know what to expect before you say yes, and you hear from me if anything changes.
Billing form is agreed case by case, so it fits the deal.
Behind DSZA Legal
Proof
I teach, I speak at events, and now and then someone asks for a comment.
Featured with their permission.
A university lecturer in corporate and venture capital law, and a mentor in the Hungarian startup ecosystem, alongside my practice in the law firm.
Questions
If you are about to sign something, take money, or bring in a co-founder, then yes. Earlier than that, a short call usually costs less than fixing it later. Best to ask early rather than perfectly.
It depends on the deal, which is why there is no price list on this page. You will get a free intro call, and then an honest estimate for the work as a whole before we get started.
Not on the same deal. That would be a conflict of interest. Having worked on both sides means I know what the other side will ask for, which is a different thing entirely.
Hungarian, English and German.
Most of my work is with startups and the investors who back them. Established companies moving towards that model are welcome too. If I am not the right person, I will say so and point you towards someone who is.
You tell me where you are, I tell you what I’d recommend and roughly what that will take. No obligation on either side.
Insights
The questions that come up most, explained clearly. Read one and you should know your next move.
Contact
Opens a booking calendar. A short call, free, no obligation.
Or write to me: office@dszalegal.com
