Founder mode → Counsel mode
AI made building software easier than ever. Navigating the legal side of launching a company? Not so much.
CounselMode helps founders understand their options, explore decisions, and navigate the legal complexity of building a startup.
Built for founders. Designed to complement attorneys, not replace them.
Bringing on a cofounder isn't just about splitting equity. It's about ownership, vesting, intellectual property, governance, taxes, and what happens next.
CounselMode helps you see the connections before you make the decisions.
Pick a scenario, then select any consideration.
Founder decision
Adding a cofounder touches ownership, control, IP and taxes at once. Most of it is easier to settle before the shares are issued than after.
The split reflects contributions, commitment and expectations, and it is hard to revisit once shares are issued. There is no legally correct split, but there are better and worse ways to reach one.
The split is a business decision. Counsel helps document it correctly.
Vesting means founders earn their shares over time, so a founder who leaves early doesn't walk away with a large stake. Terms like the cliff, schedule and acceleration are negotiated, not fixed by law.
Vesting has tax and corporate steps that make it enforceable. Have counsel set them up.
Each founder's prior work generally stays theirs until it is assigned to the company in writing. If a cofounder built part of the product before joining, that gap needs closing.
Gaps here come up in diligence. Counsel should review the assignment.
Ownership and control aren't the same thing. Board seats, voting and officer roles determine who can make which decisions, and what happens when founders disagree.
Worth settling early. Counsel can map it into the bylaws and agreements.
If founder shares vest over time, each founder may choose to file an 83(b) election to be taxed on their value at issuance. It only applies to restricted stock, it's a personal decision, and the 30-day window from issuance can't be extended.
Time-sensitive where it applies. Each founder should ask a tax professional before shares are issued.
Stock purchase agreements, IP assignments and any founders' agreement turn handshake understandings into terms everyone can rely on. Missing documents are a common diligence finding.
Counsel should prepare or review these documents.
Investors look at how founder equity is split and vested. An unusual structure isn't fatal, but it invites questions you'll want good answers to.
Good to model before your first investor meeting.
Vesting terms decide how many shares a departing founder keeps and what the company can buy back, and at what price. Modeling it now is easier than negotiating it later.
If a departure is actually happening, involve counsel immediately.
Employment agreements often assign inventions to the employer, and some reach work done on personal time. A claim like that can cloud the company's ownership of its product.
Counsel should read the prior agreements.
Curated example · not legal advice
Curated, illustrative scenarios showing considerations a founder may want to explore. Not a legal determination or a complete assessment, and not generated live.
The part nobody tells you about
You built something. Maybe people are using it. Maybe someone's ready to pay.
Now come the questions. Should you incorporate? Who owns the code? Do you need a cofounder agreement? What happens when an investor offers you a SAFE?
And what exactly is a SAFE?
You could spend hours searching, piece together conflicting answers, or book an expensive consultation before you even know what to ask.
There's a better place to start.
Do I need an LLC to start charging customers?
Does my company own the code I wrote before incorporating?
Should I give my cofounder 50%?
What's the difference between a SAFE and a convertible note?
Do I need a privacy policy for my AI app?
What should I ask an attorney before incorporating?
Introducing CounselMode
CounselMode helps you understand the legal landscape, think through important decisions, and prepare for what's next. No legal background required, and no judgment for asking basic questions.
LLCs, C-corps, equity, IP, contracts, fundraising. Start with whatever's on your mind.
Get clear explanations and understand which questions matter for your situation.
Compare business structures. Think through ownership arrangements. Understand the tradeoffs behind important startup decisions.
Work through possibilities before committing to a direction.
Turn scattered questions into an organized plan.
Understand what you've figured out, what remains unresolved, and what to discuss with an attorney.
CounselMode helps you prepare for legal advice. It doesn't replace it.
Attorneys are essential for consequential decisions and legal documents. CounselMode helps you arrive with context, a clear agenda, and better questions.
Built for the founder journey
LLC or C-corp? Delaware or your home state? Now or later?
Understand the considerations before deciding how to structure your business.
Starting with a cofounder?
Explore ownership splits, vesting, dilution, and the questions worth resolving early.
You built the product. But who owns it?
Understand IP ownership, assignments, open-source considerations, and AI-generated code.
SAFEs, convertible notes, valuation caps, dilution.
Get familiar with the concepts before your first investor conversation.
Getting ready for paying customers?
Explore terms of service, customer agreements, liability considerations, and basic commercial obligations.
Building with AI or handling customer data?
Identify potential privacy, regulatory, and compliance considerations relevant to your product.
120+ specialized skills. 16 legal domains.
From your first incorporation decision to fundraising, hiring, and beyond.
Works where you work
CounselMode is being built as a Model Context Protocol (MCP) server, bringing specialized startup legal capabilities into compatible AI environments. Ask in plain words and get structured considerations, open questions and next steps, without leaving the tools you already use.
› We're adding a second cofounder next month. What should we sort out before they get shares?
Bringing on a cofounder · 7 considerations
Settle before issuing shares
Illustrative session · not legal advice
CounselMode is a standard MCP server. Connect it to Claude Code, Claude, or any other client that speaks the Model Context Protocol, and the same legal skills are there wherever you work.
Built on an open protocol.
MCP-native architecture · Specialized legal skills · Built for extensibility
Get notified when the MCP server opensThe CounselMode MCP server is in private preview and not yet publicly available. Claude and Claude Code are products of Anthropic. CounselMode is independent and is not affiliated with or endorsed by Anthropic.
Start free
Start exploring your startup's legal questions for free. Upgrade when you're ready for deeper planning.
$0
For the curious builder.
$29/monthplanned price
For founders turning ideas into businesses.
Prices and feature limits are preliminary. Nothing is available for purchase yet, and nothing is billed today.
Why we're building this
We built a software product with AI, then tried to turn it into a business. Suddenly the questions weren't about code anymore. So we started building the tool we wished we'd had.
FAQ
No. CounselMode is an AI-powered legal education and planning product. It is not a law firm and does not provide legal representation.
No. CounselMode helps founders understand legal concepts, explore alternatives, and prepare for professional legal advice. Important legal decisions should be reviewed with qualified counsel.
Aspiring founders, solo developers, indie hackers, and early-stage startup teams, particularly those turning software projects into commercial businesses.
Not at all. CounselMode is designed to help you start with basic questions and build your understanding as you go.
Company formation, founder equity, intellectual property, fundraising, commercial agreements, privacy, AI governance, employment, and other foundational startup legal topics. Initial availability may vary by topic and jurisdiction.
CounselMode is being developed as an MCP server for compatible AI environments, beginning with Claude and Claude Code. It is in private preview and not yet publicly available.
A free educational tier is planned, with additional capabilities available through a future paid offering.
The initial legal research and planning experience focuses on U.S. startups. Broader jurisdictional support may be introduced later.
From your first legal question to your first conversation with an attorney, CounselMode helps you navigate the journey.
For builders becoming founders.