Linear Orbit, Inc. - publicly known as Linear - is a Delaware-incorporated project management and issue tracking company founded in 2019 by Karri Saarinen, Tuomas Artman, and Jori Lallo.
The product is a deliberately opinionated alternative to Jira, with a fast keyboard-driven UI, real-time sync, GitHub and GitLab integrations, cycles, projects, roadmaps, and a built-in triage system designed for small product engineering teams.
Linear is proprietary closed-source software - distinct from many other dev-tools companies on this list - sold by seat and used by thousands of high-velocity software teams including Vercel, Loom, Ramp, Cash App, Mercury, and Match Group. Operational headquarters are nominally in San Francisco, but the team is fully remote-first across multiple time zones.
Linear has raised more than 50 million US dollars across seed, A, and B rounds, with Sequoia leading the Series B at a reported valuation above 400 million US dollars. The company is famously capital-efficient and cash-flow-positive, deliberately raising less than peers. The legal entity is Linear Orbit, Inc., a Delaware C-Corporation registered in 2019.
Linear is a useful counterpoint to the open-core dev-tools playbook: a closed-source product company that nonetheless follows the same Delaware C-Corp template because the corporate-finance grammar of US venture is identical regardless of OSS posture.
The capital stack: pre-seed SAFEs in 2019, priced Series A led by Accel in 2020, priced Series B led by Sequoia in 2022, each with 1x non-participating liquidation preference, weighted-average anti-dilution, pro rata rights, and standard NVCA voting/IRA/ROFR documentation.
Linear's capital efficiency is reflected in its option-pool dynamics - because the company has not had to raise large defensive rounds, the dilution pattern is gentler and the option pool refreshes are smaller, leaving common holders with proportionally more equity than at companies that have raised more aggressively.
The 409A valuation is refreshed annually and after each priced round; common stock is priced at a discount to the latest preferred, with that discount widening as the company matures (typically 20 percent at Series B, 30-40 percent at Series C+).
Linear deliberately does not have super-voting founder shares - the company has indicated no near-term IPO intent, and dual-class structures are typically introduced just before a public listing rather than at formation.
Closed-source IP is managed through aggressive CIIAA discipline: every employee signs at hire, every contractor signs before any commit, all trademarks and copyrights are assigned to Linear Orbit, Inc., and the company holds USPTO trademark registrations on the wordmark and logo.
The Delaware choice is overdetermined: Sequoia and every other lead investor in the cap table writes preferred-stock terms assuming Delaware default rules; the General Corporation Law's exculpation clause shields directors from personal liability for duty-of-care breaches; and the eventual exit will be cleaner from a Delaware C-Corp than from any alternative US jurisdiction.
The answer is identical to open-source peers: SAFEs at pre-seed and seed for speed and low legal cost, priced Series A once the round exceeds roughly 5 million US dollars or sophisticated leads require board seats. Linear's seed-to-Series-A trajectory was textbook - SAFEs from angels and YC-style seed funds, then a priced Accel Series A.
The closed-source posture does not change the fundraising mechanics, only the commercial defense story told to investors.
The decision has nothing to do with OSS versus proprietary. Every institutional VC requires Delaware, the Chancery court has the deepest preferred-stock case law in the US, QSBS Section 1202 requires a domestic C-Corp, and the NVCA model documents (Certificate, IRA, Voting Agreement, ROFR) all assume Delaware default rules. Wyoming's privacy advantages are irrelevant once an institutional cap table is filed.
A pre-Series-A redomicile to Delaware costs legal fees and resets the five-year QSBS holding clock.
Closed-source IP protection rests on three pillars: trade-secret law (which Delaware adopted via the Delaware Uniform Trade Secrets Act), copyright (automatic on creation, registrable at the US Copyright Office for stronger remedies), and contractual NDA + CIIAA discipline.
Every employee and contractor signs a Confidential Information and Invention Assignment Agreement at hire that assigns all work IP to the company. Trademarks (wordmark, logo, product names) are filed at the USPTO. The Delaware C-Corp is the registered owner of all these protections.
Four-year vesting with a one-year cliff is universal at any Sequoia-led round. Double-trigger acceleration on change of control - acquisition plus involuntary termination within 12 months - is the standard Sequoia term sheet. Single-trigger acceleration is rejected because it disrupts acquirer retention. 83(b) elections within 30 days of restricted stock issuance are mandatory.
Repurchase rights at fair market value let the company reclaim unvested shares if a founder departs voluntarily; this is non-negotiable in any institutional round.
