Yes — this surprises almost every first-time founder. Whenever you take investment money in exchange for equity, convertible notes, SAFEs, or profit-sharing arrangements, you're selling securities, and both federal and Oregon securities laws apply even for a single investor and even among friends. The good news: exemptions exist that make private raises very doable without SEC registration. The bad news: the exemptions have rules, and violating them can give investors a right to demand their money back and create personal liability for founders. Getting the exemption right before you take the money is far cheaper than fixing it after.

Both let you raise money now and set the valuation later, but a convertible note is debt — it has an interest rate and a maturity date — while a SAFE (Simple Agreement for Future Equity) is not debt and has neither. SAFEs are simpler and have become the default for early startup rounds; notes give investors more downside protection and are still common outside the venture world. Either way, the terms that matter most are the valuation cap and discount, because they determine how much of your company you're actually giving up when the conversion happens. We'll model that with you before you sign anything.

Yes, and most early-stage companies do — but "friends and family" is not a legal exemption, and these raises still have to comply with securities laws. They also carry a relationship risk that deserves as much attention as the legal risk: be honest about the odds, document whether the money is a loan or an investment, and put the terms in writing. A short set of clean documents protects the relationship as much as the company. Handshake investments from people you love are how Thanksgiving dinners get ruined.

An accredited investor is someone who meets financial thresholds set by the SEC — generally $200,000+ in annual income ($300,000 with a spouse or partner) or $1 million+ in net worth excluding their home, plus certain professional credentials and entities. It matters because the most commonly used private offering exemption, Rule 506(b) of Regulation D, allows unlimited accredited investors but sharply restricts non-accredited participation and prohibits general solicitation — meaning no advertising your raise publicly. Whether your investor pool is accredited shapes which exemption you use and what disclosures you owe. This is worth a conversation before you pitch anyone, not after.

Not always, but often — it depends on who's investing. Angel investors and venture funds strongly prefer (and usually require) a Delaware C corporation, and institutional money generally won't go into an LLC. If you're raising smaller amounts from individuals who don't care about structure, an LLC can work. Oregon law allows a statutory conversion from LLC to corporation, and we handle these regularly, often on the eve of a seed round. If institutional investment is in your future, tell us early — planning the conversion beats scrambling while a term sheet sits on the table.

There's no legal answer, but there are structural guardrails worth knowing: giving away too much too early (founders below majority ownership after a first small round is the classic mistake) can make your company uninvestable later, because future investors want founders with enough skin in the game to stay motivated. Valuation caps on SAFEs and notes compound quietly across multiple instruments — founders are routinely shocked at conversion. Part of our job on a raise is modeling the fully diluted picture so you know what you're actually agreeing to.

For a typical early-stage raise: the investment instruments themselves (SAFEs, convertible notes, or a stock/unit purchase agreement), amendments to your operating agreement or corporate documents authorizing the round, board and owner consents, a capitalization table, subscription or investor questionnaire documents confirming investor status, any required securities filings (such as a federal Form D and corresponding state notice filings), and — depending on the raise — disclosure materials. The stack is smaller than founders fear, but each piece exists because skipping it creates a specific, known problem.

For straightforward early rounds — a handful of SAFEs or notes with standard terms — the legal work is modest and we can usually quote a flat fee once we understand the round. Costs go up with non-accredited investors, custom terms, entity restructuring, or larger priced rounds. We'll scope it honestly up front, and we'll also tell you when something you're planning is more complicated than it needs to be — simplifying the round is often the best legal advice we give.