Outside General Counsel for Startups Serving the DMV
Thienel Law serves as outside general counsel for startups across Maryland, D.C., and Virginia, handling formation, equity, contracts, and tax through one attorney.
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Thienel Law serves as outside general counsel for startups and early-stage companies in Maryland, Washington, D.C., and Virginia, handling formation, contracts, equity, and the tax questions behind each through one attorney.
Founders spend the first year building a product and chasing customers, and the legal foundation waits until something forces it. Then an investor asks for a cap table, a co-founder leaves, or a customer sends a contract you cannot sign as written. Outside general counsel for a startup means a senior lawyer handles those questions as they arise, from forming the entity to signing the first real deals, without the cost of a lawyer on payroll. Thienel Law fills that role for early-stage companies across the DMV, and because Stephen Thienel practices business, tax, and estate law under one roof, the ownership and tax consequences of each early decision get weighed before they harden. It is the fractional general counsel model, focused on the startup stage.
What is outside general counsel for a startup?
Outside general counsel for a startup is an ongoing legal relationship in which one senior attorney handles a young company’s legal work without joining the payroll. It is the same role an in-house general counsel plays, sized for a company without the volume or budget for a full-time lawyer.
It fits founders past the idea stage who are forming the company, hiring, signing real contracts, or preparing to raise money. Solo founders, co-founder teams, and small early-stage companies across the DMV use it to keep legal decisions ahead of problems rather than behind them. Because one attorney handles business, tax, and estate questions, a founder is not routed to three firms for one decision.
What goes wrong when a startup skips early legal counsel?
Early mistakes are cheap to prevent and expensive to unwind. Founders split equity on a handshake, then one leaves with half the company and no vesting to claw it back. Code and designs get built by friends or contractors, and the company never gets a written assignment, so it does not clearly own the thing investors are paying for.
The wrong entity choice can raise your taxes or deter investors. A contract signed under deadline pressure can lock in terms you cannot meet. None of these problems show up on day one. They surface during a raise, an audit, or a dispute, when fixing them costs far more than prevention would have.
What does outside counsel for a startup cover?
Outside general counsel scales to the stage you are at, and for an early-stage company that usually means the following work.
- Entity formation and the choice between an LLC and a corporation, with the tax treatment weighed in-house.
- Founder agreements, equity splits, and vesting schedules that hold up if someone leaves.
- Assignment of intellectual property so the company, not an individual founder or contractor, owns its code, brand, and product.
- Customer, vendor, and services contracts, drafted or reviewed so you are not signing someone else’s terms blind.
- Non-disclosure, contractor, and employment documents, with worker classification handled correctly.
- Corporate governance basics, including operating agreements or bylaws and the clean records investors will ask to see.
- Support through early fundraising, including reviewing the documents put in front of you, from the same attorney who already knows your company.
What is it like to work with Steve as your startup’s counsel?
Every engagement starts with a free 30-minute consultation. It is a fit conversation for founders who are ready to hire an attorney: you describe where the company is and what is in front of you, and you and Steve decide together whether working with him makes sense. It is not a working strategy session, and no advice is promised inside that call.
From there you work directly with Stephen Thienel, not a rotating cast of associates. The practice runs online, with secure video meetings, shared document folders, and electronic signatures, so a founder in Arlington works the same way as one in Bethesda. You get clear terms agreed up front, so you know what the work will cost before it begins.
Does a DMV startup need to register in more than one state?
Maryland, the District of Columbia, and Virginia are three separate legal systems, and a startup that forms in one and then works across the region often has obligations in the others. The rule that catches founders first is foreign registration.
A company is formed in a single home jurisdiction, but once it does business in another, that state generally requires it to register there as a foreign entity before it operates. Virginia provides that a foreign LLC may not transact business in the Commonwealth until it registers, and Maryland requires a foreign LLC to register before doing any business in the state. The District goes a step further: an unregistered foreign entity may not maintain a legal action in the District until it registers, so skipping the step can leave you unable to enforce your own contracts there.
For a startup that hires, leases, or sells across all three, the home-state filing is often only the beginning, and which activities cross the line into doing business is a question worth asking early. Because Stephen Thienel is admitted in all three, one attorney keeps these registrations aligned instead of leaving you to sort out three sets of rules.
Where does startup counsel connect to the rest of your legal needs?
A startup’s legal needs overlap with the firm’s broader business and general counsel work, so it helps to see the cluster.
What clients say about working with Steve
I have worked with Steve Thienel for more than 20 years now and the experience has been amazing. Steve and his team are very thorough, they review all sides of a situation, and are very measured in how they approach a solution. They are 100% client focused and a pleasure to work with!
Throughout years, Steve has been my go to guy for business, real estate, and legal work. Steve works fast and is highly reliable. I would recommend Steve to anyone.
Received expert advice including options when applicable. Filings were timely and I was kept informed each step of the way. First class service!!!
I have been receiving services from Mr. Thienel for over 15 years. I have found his legal services to be of exceptionally high value and quality. His services are always timely, professional and thorough!
Reviews are published as given. Thienel Law does not offer compensation for reviews.
Frequently asked questions
What does a startup lawyer or outside general counsel do?
An outside general counsel handles a startup's legal work on an ongoing basis without joining the payroll. That covers forming the entity, drafting founder and equity agreements, assigning intellectual property to the company, reviewing customer and vendor contracts, and answering legal questions as the business grows. It is the same role an in-house lawyer plays, sized for a company not ready to hire one full-time.
When should a startup hire a lawyer?
The best time is before the decisions that are expensive to reverse: splitting founder equity, choosing an entity, hiring your first people, or signing your first significant contract. Many founders wait until a raise or a dispute forces the issue, by which point fixing the paperwork costs far more than getting it right would have.
Should a startup form an LLC or a corporation?
It depends on how you plan to grow, how you want to be taxed, and whether you intend to raise money from outside investors. An LLC is simpler and more flexible, while a corporation is often what investors expect, and each choice carries different tax consequences. Because Stephen Thienel holds an LL.M. in Taxation and prepares returns in-house, that tax analysis is part of the same conversation rather than a referral to another firm.
Does my startup need to register in Maryland, D.C., and Virginia?
Only in the jurisdictions where it actually does business, but a company operating across the DMV often must register in more than one. You form in a single home state, and each additional jurisdiction where you do business generally requires you to register there as a foreign entity first. In the District, an unregistered foreign company cannot maintain a lawsuit until it registers, so the step protects your ability to enforce your own contracts.
Can you be our general counsel if we are fully remote?
Yes. The practice runs online through secure video meetings, shared document folders, and electronic signatures, so where your team sits does not matter. Founders across Maryland, D.C., and Virginia work with Stephen Thienel the same way, whether they are in Alexandria or elsewhere in the region.
Ready to give your startup real legal footing?
Stephen Thienel serves as outside general counsel for startups and early-stage companies across Maryland, D.C., and Virginia, with business, tax, and estate questions handled by one attorney. If you are ready to hire counsel for your company, schedule a free 30-minute consultation and see whether the fit is right.
- Tell Steve about your matter
- Pick a time that works