The True Cost of Raising a Seed Round: Legal Fees Breakdown 2025

When first-time founders budget for their seed round, they often focus on the money coming in and forget about the money going out. Legal fees are the biggest surprise—and they can take a meaningful bite out of your raise if you're not prepared.

Let's break down what things actually cost in 2025.

The Two Paths: SAFEs vs. Priced Rounds

Your legal costs depend heavily on what instrument you use:

Path 1: SAFE-Based Seed Round

If you're raising on SAFEs (Simple Agreements for Future Equity), your legal costs are minimal because SAFEs are standardized documents that don't require negotiation.

Item	Cost Range	Notes
SAFE document review	$500 - $2,000	Per investor, if they want changes
Side letter drafting	$500 - $1,500	Per side letter
Cap table cleanup	$1,000 - $3,000	One-time, if needed
Corporate cleanup	$2,000 - $5,000	Board minutes, consents, etc.

Typical total for SAFE round: $3,000 - $10,000

Many founders raising small SAFE rounds ($500K or less) skip lawyers entirely and use standard YC templates. This works but isn't recommended if you have side letters or unusual terms.

Path 2: Priced Seed Round

A priced round involves issuing preferred stock with negotiated terms. This requires significantly more legal work.

Item	Cost Range	Notes
Term sheet negotiation	$3,000 - $8,000	Reviewing and negotiating terms
Stock purchase agreement	$8,000 - $15,000	Main financing document
Certificate of incorporation	$2,000 - $5,000	Restated charter with preferred terms
Investor rights agreement	$3,000 - $6,000	Information rights, pro-rata, etc.
Voting agreement	$1,500 - $3,000	Board composition, drag-along
Right of first refusal agreement	$1,500 - $3,000	Transfer restrictions
Board consents & minutes	$1,000 - $2,000	Corporate formalities
Closing mechanics	$1,500 - $3,000	Wire instructions, signatures, filings

Typical total for priced seed round: $20,000 - $50,000

Hidden Costs You Might Not Expect

1. Pre-Seed Corporate Cleanup

If you incorporated sloppily, you'll pay to fix it now: $2,000 - $10,000

• Re-issuing founder stock with proper vesting
• Fixing 83(b) election issues
• Cleaning up advisor agreements
• Proper board minutes and consents

2. Delaware Qualification

If you incorporated in Delaware but operate elsewhere: $500 - $1,500

3. IP Assignment

Making sure all IP is properly assigned to the company: $1,000 - $3,000

4. Employment Agreements

Formalizing founder and early employee relationships: $500 - $1,500 per person

5. 409A Valuation

Required before granting options: $1,000 - $5,000

How to Minimize Legal Costs

1. Use Standard Documents

Don't reinvent the wheel. Use YC's SAFE templates, the NVCA model documents for priced rounds, or Clerky for standard startup formation. Customization costs money.

2. Raise on SAFEs When Possible

For rounds under $2M, SAFEs are almost always the right choice. They're faster, cheaper, and well-understood by investors.

3. Get Your House in Order Early

Corporate cleanup is cheaper before investors are involved. Fix issues proactively.

4. Negotiate Fixed Fees

Many startup lawyers offer fixed-fee packages for financings. Get quotes from multiple firms and negotiate.

5. Use Startup-Focused Firms

Firms like Cooley, Fenwick, Gunderson, and Wilson Sonsini have standard packages for seed rounds. They're also willing to defer fees for promising startups.

6. Understand Before You Engage

The more you understand about your term sheet before talking to a lawyer, the less time you'll spend paying them to explain basics. Tools like our Term Sheet Checker help you come prepared.

What Investors Typically Cover

In priced rounds, investors often have their own counsel whose fees are capped and paid by the company. Typical investor counsel fee caps:

• Seed: $10,000 - $25,000
• Series A: $25,000 - $50,000

Yes, you pay for their lawyers too. This is standard and non-negotiable, but you can negotiate the cap.

The Bottom Line

Budget realistically for legal fees:

• SAFE round: $3,000 - $10,000 (can be lower if you use standard docs)
• Priced seed round: $20,000 - $50,000 (including investor counsel)
• Corporate cleanup (if needed): Add $5,000 - $15,000

The best way to minimize costs? Do things right from the start, use standard documents, and come to legal conversations prepared with a solid understanding of what you're signing.