Fractional Corporate Counsel for Startups (Remote)

Arceus Legal; United States; Remote; USD 138,000 - 344,000; Part time

Job summary

Arceus Legal seeks a fractional corporate counsel to support startups and growth-stage tech companies from formation through financings. You’ll act as an extension of founders, finance teams, and in-house legal, building standardized playbooks and AI-assisted workflows.

You are an emerging-companies lawyer with Delaware expertise, capable of explaining pro rata rights and liquidation preferences clearly to first-time founders. Remote, nationwide US focus.

Qualifications

• J.D. and active bar in good standing.
• 5+ years in corporate practice with emerging-companies/venture financing experience.
• Training at a law firm with emerging-companies/venture practice; in-house or sole-counsel a strong plus.
• Hands-on experience running SAFE, convertible notes, and priced equity financings.
• Strong command of Delaware corporate law and startup equity mechanics.
• Familiarity with cap table platforms (Carta, Qapita) and e-signature closing workflows.
• Customer-first mindset: responsive, low-ego, focused on closing deals.
• Experience with, or enthusiasm for, AI-assisted legal workflows.
• Strong grounding in professional responsibility and ethics.
• Excellent written and verbal communication with founders and finance teams.

Responsibilities

• Formation and structure: incorporations, LLC-to-C-corp conversions, Delaware reincorporations and flips, subsidiaries, and foreign qualifications.
• Founder matters: founder stock purchases, vesting, 83(b) elections, IP assignments.
• Governance: board and stockholder consents, minutes, bylaws and charter amendments, annual Delaware franchise tax.
• Equity: equity incentive plans, option/RSU grants, 409A, cap table hygiene, Rule 701 compliance.
• Financings: SAFEs, convertible notes, priced rounds; term sheets and closing checklists.
• Secondaries and transfers: ROFR, co-sale, tender offers, stock transfer requests.
• Diligence and transactions: data room prep, diligence responses, support on smaller M&A and acqui-hires.
• Cross-functional support: coordinate with employment and commercial counsel for approvals.
• Scale the practice: build templates, checklists, and improve tools with product/engineering.

Skills

Delaware corporate law

Startup equity mechanics

Cap table platforms (Carta, Qapita)

Client communication

AI-assisted legal workflows

Professional responsibility & ethics

5+ years corporate practice

Law firm training

Education

J.D. and active bar membership

Tools

Carta

Qapita

Job description

Arceus Legal seeks a fractional corporate counsel to support startups and growth-stage tech companies from formation through financings. You’ll act as an extension of founders, finance teams, and in-house legal, building standardized playbooks and AI-assisted workflows.

You are an emerging-companies lawyer with Delaware expertise, capable of explaining pro rata rights and liquidation preferences clearly to first-time founders. Remote, nationwide US focus.