Practice Area
Startup Law & Corporate Structure
How you structure your company at the start shapes everything that follows — from who controls decisions to how the business looks when investors or partners eventually review it. We help founders get this right from day one, and fix it cleanly when it wasn't.
We work with early-stage startups and growing companies across Toronto and Ontario. Every engagement is fixed-fee and scoped upfront — no hourly billing, no surprise invoices.
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Incorporation & Entity Setup
CBCA vs. OBCA — choosing the right jurisdiction
Federal or Ontario incorporation based on where you operate, where you plan to raise, and what makes sense for your growth path.
Share structure & articles of incorporation
Designing a share structure that gives founders control now and flexibility later — without creating problems at the first investment round.
Restructuring & reorganizations
For companies that started as sole proprietorships or with the wrong structure — we advise on how to reorganize cleanly without triggering unnecessary tax exposure.
IP assignment to the company
Making sure the company — not the founders personally — owns the technology, brand, and content it was built on. One of the most common gaps in diligence.
Why structure matters early
The decisions made at incorporation are among the hardest to undo. A mismatched share structure, missing IP assignments, or the wrong jurisdiction can surface as real problems the first time a sophisticated party reviews your company.
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Shareholder & Founder Agreements
Voting rights & decision thresholds
Who can make what decisions, and at what threshold — written down before it becomes a disagreement.
Transfer restrictions & rights of first refusal
Preventing shares from ending up with the wrong people — drag-along, tag-along, and restrictions on transfers without founder consent.
Roles, responsibilities & non-competes
What each founder contributes, what happens if they don't, and what they're restricted from doing during and after their time with the company.
Deadlock & dispute resolution
Tie-breaker structures, mediation requirements, and escalation paths that keep the company moving through disagreement.
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Equity & Vesting
Founder vesting schedules
Vesting designed for each founder's role and commitment level, with acceleration provisions where appropriate.
Equity split & cap table logic
Thinking through the initial equity split — contributions, risk, future roles, and fundraising — so the cap table doesn't need to be renegotiated six months in.
Employee & advisor equity pools
Planning option pools for future hires and advisors so dilution is anticipated and structured — not reactive.
Formalizing "handshake" equity promises
If equity was promised verbally to a co-founder, early contractor, or advisor — we structure and document it properly before it becomes a dispute.
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Corporate Governance & Documentation
Corporate records & minute books
Keeping the minute book current — directors, officers, share issuances, and resolutions — so you're not reconstructing two years of history when it matters most.
Board & shareholder resolutions
Documenting major decisions properly — share issuances, officer appointments, equity grants — so the company has a clean paper trail behind every significant move.
Governance & records clean-up
For companies operating without complete records — we identify the gaps, prioritize what matters, and get the corporate house in order before it becomes a problem.
Preparing for investor or partner diligence
Getting the company ready before a sophisticated party reviews it — so the legal foundation supports the deal instead of creating delays.
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Fundraising & Investment Documents
SAFEs & convertible notes
Reviewing and advising on SAFE and convertible note structures for pre-seed and seed rounds — valuation caps, discount rates, and conversion mechanics.
Term sheet review & founder briefing
Walking founders through term sheet economics and governance provisions so you understand what you're agreeing to — and can negotiate from an informed position.
Pre-raise legal readiness
Reviewing structure, ownership records, IP assignments, and key agreements before you enter a fundraising process — so diligence doesn't surface surprises at the worst time.
Subscription agreements & closing docs
Closing documentation for straightforward angel or seed investments — subscription agreements, share certificates, and updated corporate records.
A note on scope
We handle straightforward early-stage rounds directly. For complex institutional or cross-border raises, we'll tell you upfront and help you find the right counsel — rather than take on work that isn't in your best interest.
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Founder Exits & Transitions
Founder departures & buyouts
Structuring departures so the company gets shares back at a fair price and neither side ends up in a dispute.
Role transitions & alignment resets
When a founder steps back or the structure needs to reflect a new reality — we update governance, equity, and decision-making to match.
Building exit mechanics in advance
The best time to agree on how a founder exit works is before anyone is leaving. We draft buyout mechanics and valuation approaches into the shareholder agreement from the start.
Deadlock resolution paths
Tie-breaker mechanisms, mediation requirements, and last-resort paths that keep the company moving — especially for 50/50 structures.
What goes wrong
Common Issues We Fix
Company built on a personal asset — IP never formally transferred→
We document and formalize IP assignments so the company owns what it was built on — before a partner, investor, or acquirer asks about it.
Equity split agreed verbally, never documented→
We formalize ownership, vesting, and transfer restrictions before the informal arrangement becomes a dispute or a diligence problem.
No shareholder agreement — or one that doesn't match reality→
We draft or update founder agreements that reflect actual control, accountability, and risk — not a generic template that doesn't fit your company.
Corporate records haven't been updated since incorporation→
We audit what's missing, prioritize what matters, and clean up the corporate record so the company looks like what it actually is.
Founder wants to leave and it's getting adversarial→
We structure a clean departure — buyout mechanics, IP protections, and confidentiality terms that protect both sides without litigation.
Investor asking questions the company can't answer cleanly→
Pre-raise legal readiness work — identifying gaps in governance, ownership, and documentation before they surface in diligence and slow or kill a deal.
Working style
What the Process Looks Like
01
Tell us where the company is and where it's going
We start with the business — who the founders are, how ownership is set up, and what gaps you already know about. The work starts from reality, not a template.
02
We scope and quote the work upfront
Fixed-fee scopes wherever possible. You'll know exactly what's included and what it costs before anything starts — no hourly billing.
03
You get a foundation that holds up
The goal isn't documents — it's a structure that reflects how the business actually operates and holds up when something important happens.