October 13, 2026
Your startup’s lawyer represents the company, not you personally. Most of the time that doesn’t matter, because what’s good for the company is good for its founders. When your personal interests and the company’s diverge, as in your own employment terms, a co-founder dispute or a sale of your own shares, you need your own lawyer.
Key takeaways
When a law firm represents a startup, the client is the corporation. The company acts through its board of directors and officers, so in practice the lawyer takes direction from them, but the lawyer’s duty runs to the company itself. Company counsel doesn’t represent the founders individually, the CEO personally or the stockholders as a group.
You may know the company’s lawyer well, and they may go out of their way to help you. But when your interests and the company’s split, their duty of loyalty is to the company, and what you tell them may not be confidential from the company.
Before the company exists, the founders hire the lawyer to form it. The engagement letter should say that once the company is formed, it becomes the client, and that the lawyer isn’t representing any founder individually. That matters most for founder stock, vesting and IP assignments, where the company’s documents set terms between the founders.
Usually the founders agree on all of this and separate lawyers would only add cost. But if founders disagree on the equity split, vesting or who owns pre-formation IP, any founder can and should get their own lawyer to review the documents. See Founder Equity and Who Owns Startup IP?
The company. When a co-founder leaves, the company negotiates the separation agreement and any repurchase of unvested shares. Company counsel acts for the company, which in practice means the board. That isn’t the same as representing the founder who stays, even if that founder is the CEO and their interests line up with the company’s.
The departing founder should have their own lawyer review the separation terms, what happens to their shares and the release they are signing. See What Happens to Startup Stock When You Leave?
Company counsel still represents the company, which acts through its board. If the CEO and the board disagree about strategy, a financing or the CEO’s own role, counsel follows the board’s direction on behalf of the company. If the CEO’s employment, compensation or equity is at stake, the CEO should get personal counsel. See Fiduciary Duties of Startup Founders.
Not in the same deal. A firm representing the company in a financing won’t also represent an angel or a fund investing in that round, and it won’t represent an employee negotiating their offer with the company. Before taking on a new client, a firm runs a conflicts check to make sure it isn’t already representing someone on the other side. Investors usually have their own counsel, and in many seed rounds they rely on the standard documents without separate representation.
Get personal counsel when your interests and the company’s may diverge, including:
Company counsel should tell you when one of these comes up. If they don’t and you’re unsure, ask them directly whose interests they are protecting. If you need a referral to independent counsel, the company’s lawyer can usually suggest someone.
For more on working with lawyers, see How Do I Choose a Startup Lawyer? and How Can Startups Avoid Wasting Money on Lawyers? If you’d like to talk about representing your company, contact us.
