5 Signs Your Legal Setup Will Break at Series B

Most startups handle legal the same way: scramble when something urgent comes up, find a template online, ask a founder friend. It works until it doesn’t.

Series B is usually when it breaks. Due diligence exposes gaps. Deal cycles slow down. Investors ask questions you can’t answer. Here are the warning signs.

1. You Can’t Find Your Contracts

If locating a specific agreement takes more than 15 minutes, you have a problem. Investors doing due diligence will ask for every customer contract, vendor agreement, and employment document. “Somewhere in email” isn’t an answer.

2. Every Deal Requires a Lawyer

Standard NDAs, vendor agreements, basic customer contracts. If these all need legal review, you’ll bottleneck at scale. Mature companies can execute routine agreements without attorney involvement. Immature ones can’t close a deal without one.

3. You Don’t Know Your Risks

When was your last legal risk assessment? If the answer is “never” or “what’s that,” you’re operating blind. Unidentified risks become expensive surprises during fundraising.

4. Legal Slows Everything Down

If your sales team dreads involving legal, something’s wrong. At mature companies, legal enables deals. At immature ones, legal kills momentum. The difference is process, not people.

5. No One Owns It

Legal handled by whoever has time. Contracts reviewed by founders between other priorities. No clear escalation path. No standard playbooks. This works at seed stage. It breaks at Series B.

The Fix

Moving from reactive to structured doesn’t require massive investment. Start with three things: establish a real counsel relationship, create templates for your most common agreements, and organize your contracts somewhere findable.

Most companies wait until due diligence to fix this. Smart ones fix it before investors start asking questions.