How much does a SAFE round cost in legal fees in Canada?

A SAFE is a short document, but issuing one in Ontario is a distribution of securities, so the legal work covers more than the agreement itself. Here is what we charge for a SAFE round, what the price covers, and what the government charges on top.

What does the starting price include?

Work	Starting fixed fee	What the starting price includes	What can change the price
SAFE round	From $2,600	The SAFE agreement; board approval; a review of the prospectus exemption the round relies on and the securities filing for the round	Number of investors; side letters; investors outside Ontario
Investor due diligence prep	From $1,480	A review of your corporate records and cap table, and a list of gaps and fixes	The state of the records

All fees are in Canadian dollars and exclude HST. Securities regulator filing fees are charged at cost. Your scope and fixed fee are agreed in writing before we begin. Current prices are always on our fees page.

What changes the fee?

• Number of investors. Each investor has to fit the exemption the round relies on, so more investors means more to confirm and document.
• Side letters. An investor may ask for extra rights, such as pro rata rights or information rights, in a separate side letter.
• Investors outside Ontario. A report of exempt distribution is filed in the jurisdiction where the distribution takes place, under section 6.1 of National Instrument 45-106, so investors in other provinces can bring other filings.

Any change is quoted before work starts, and you decide whether to go ahead.

What are the government fees?

If the round relies on the accredited investor exemption, the company files a report of exempt distribution (Form 45-106F1) with the Ontario Securities Commission no later than 10 days after the distribution, under section 6.1 of National Instrument 45-106. The filing fee under OSC Rule 13-502 is currently $350. The OSC has proposed raising it to $500 from April 5, 2027, so check the current fee before filing. The same rule charges a late fee of $100 a day, up to $5,000 a year, for a report filed late.

The private issuer exemption doesn’t require that report, so a round relying only on it has no OSC filing fee. See what is the private issuer exemption in Ontario? and what is an accredited investor in Canada?, or check your round with the SAFE and share filing checker.

Can I use a SAFE template instead?

You can, and many founders start from one. Y Combinator’s forms are written for US companies, and a version adapted for a Canadian corporation, checked against your share structure, avoids terms that don’t fit. A template also doesn’t confirm that each investor fits an exemption or make the filing. See how do SAFEs work in Canada?

What should I understand before I sign?

The valuation cap and discount decide how much of the company you give up when the SAFE converts. Model it first with the SAFE calculator, and read what is a valuation cap on a SAFE? and the difference between a post-money and pre-money SAFE.

How fast is the work done?

Most work is delivered within three business days. A round that depends on investors’ comments moves at the pace they set. For other startup work, see how much does a startup lawyer cost in Toronto?

This guide is general information about Ontario and Canadian law, not legal advice for your situation. To talk through your SAFE round, book a free 15-minute consult.