Syndicate Legal Advisory Services prepares the complete set of documents required for a corporation or LLC to engage an advisor — an industry expert, former executive, investor, or domain specialist who provides guidance, introductions, and credibility without joining the company as an employee or director — and to compensate the advisor with equity, in any U.S. state. An advisor equity arrangement has two halves that are usually drafted as one package: the advisor agreement, which defines the services, the time commitment, the term, the confidentiality and intellectual-property obligations, and the independent-contractor relationship; and the equity grant, which is typically a nonqualified stock option, a restricted stock award, or (for an LLC) a profits interest, vesting over a short period of one to two years with full acceleration on a change of control, and sized to a small fraction of the company’s fully diluted capitalization that scales with the advisor’s expected involvement. Because an advisor is a non-employee, the grant cannot be an incentive stock option, the securities-law exemption must be one available to consultants, the income is reported on Form 1099 rather than Form W-2, and the services must be bona fide and not in connection with raising capital for the Rule 701 exemption to be available. Working from the client’s answers to a structured intake and from the company’s equity plan, charter or governing agreement, and capitalization and valuation records, we draft the advisor agreement and the equity grant documents to fit together, together with the approvals, the tax and securities documentation, and the records that reflect the engagement. State securities notice-filing fees, valuation fees, and other third-party charges are not included in the flat fee and are the sole responsibility of the client.
Scope of work includes:
Engagement planning and intake — a structured intake and written summary confirming the entity’s type and state; the advisor, the advisor’s background and other affiliations, and any conflicts or competitive relationships; the services expected (strategic advice, introductions to customers, investors, or recruits, participation in advisory board meetings, product or technical review) and the time commitment; the term and the termination rights; the equity to be granted — the form (NSO, restricted stock, RSU, or profits interest), the number of shares or units and the resulting percentage of fully diluted capitalization, the exercise price or purchase price and the fair market value supporting it, and the vesting schedule, cliff, and acceleration; any cash compensation or expense reimbursement; the confidentiality, intellectual-property, and non-solicitation obligations; whether the advisor will be identified publicly and the use of the advisor’s name and likeness; the independent-contractor classification and its tax and benefits consequences; and the securities-law exemption and state notice filing the grant requires.
Review of existing documents — review of the equity incentive plan and its provisions and forms for consultants, the capitalization table and reserve, the charter or operating agreement, the stockholder agreements the advisor’s shares will join, any investor consents required for grants to non-employees, and prior approvals, with a written summary of the approvals required and the plan provisions that govern.
Advisor agreement — drafting of the agreement in full, addressing: the engagement and the description of services and the advisory board role where one exists; the time commitment and the manner of performance; the term, renewal, and termination by either party on notice, and the effect of termination on the equity; the compensation — the equity grant by reference to the grant documents, any cash fee or retainer, and expense reimbursement; the independent-contractor relationship and the advisor’s responsibility for taxes, with the acknowledgment that the advisor is not an employee, officer, or director and has no authority to bind the company; the confidentiality obligations and the treatment of the company’s confidential information; the assignment to the company of intellectual property the advisor creates in performing the services, with the carve-out for the advisor’s pre-existing materials and the license to any the advisor incorporates; the non-solicitation of employees and, where enforceable and appropriate, the limited non-competition or conflict-disclosure covenant; the disclosure of the advisor’s other advisory roles and the procedure for conflicts; the publicity and name-use provisions; the representations that the advisor is free to enter the engagement and that the services do not breach any obligation to a prior employer or other company; the securities-law acknowledgments supporting the exemption (bona fide services, not in connection with a capital-raising transaction); indemnification where agreed; and the notice, governing-law, dispute-resolution, and entire-agreement provisions.
Equity grant documents — the nonqualified stock option agreement and notice of grant, the restricted stock purchase agreement, the RSU agreement, or the profits interest award agreement and operating-agreement joinder, as the form selected, drafted on the company’s plan forms (or stand-alone) with the advisor-specific terms — the short vesting schedule, the monthly vesting after any cliff, the single-trigger acceleration on a change of control where agreed, the cessation of vesting on termination of the engagement, the post-termination exercise period, the non-employee tax and reporting provisions, and the joinders to the stockholder agreements — coordinated with the firm’s option, restricted stock, RSU, and profits interest services; and the Section 83(b) election materials and thirty-day filing package where restricted stock or a profits interest is granted.
Approvals and issuance documents — the board or manager resolutions approving the advisor engagement, the grant, the fair market value determination, and the form of agreement, with the interested-director procedure where the advisor is affiliated with a director or investor; the fair market value support for the exercise or purchase price; the executed grant documents and joinders; the updated capitalization table and ledger; the securities-law exemption documentation (Rule 701 for a consultant providing bona fide services, with the disclosure package above the threshold) and the state notice filing; and the Form 1099 reporting set-up.
Advisory board documents (where applicable) — the advisory board charter stating that the board is advisory only, has no fiduciary duties or authority, and meets at the company’s invitation, the standard advisory board member agreement, and the confidentiality acknowledgment for board materials.
Deliverable: a complete, indexed advisor file (electronic and hard copy) containing the written summary of the review, the executed advisor agreement, the executed equity grant documents and joinders, the Section 83(b) election where applicable, the approvals and fair market value support, the securities-law documentation and state notice filing, the advisory board documents where applicable, the updated capitalization table and ledger, and the compliance calendar, with a signature-ready version of each document for execution by the company and the advisor.