Restricted shares with a vesting schedule, a repurchase right if the holder leaves early, and the approvals that make the issuance valid — for a founder, a key hire or an advisor of an Ontario company. Lawyer-led, priced per recipient.
The agreement that makes the shares vest, the approvals that make the issuance valid, and the records that prove both. Prepared by the firm’s team under the lawyer’s review.
The shares are issued now and earned over time. A standard schedule — four years with a one-year cliff, vesting monthly after that — or the schedule you and the recipient have agreed, with the vesting start date set to when the work actually began.
If the holder leaves before the shares have vested, the company can buy back the unvested portion at the price paid for them. What happens to the vested shares — kept, or offered to the company at fair value — is settled in the same agreement, so a departure is a calculation rather than a negotiation.
The board resolution that issues the shares and fixes the price, the shareholder consents your articles or shareholders’ agreement require, the prospectus exemption the issuance relies on confirmed, and an IP assignment where the recipient has not already signed one.
The securities register updated, the share certificate or uncertificated-share notice issued with the vesting legend, the certificates held in escrow if the agreement calls for it, and a cap table showing vested and unvested shares by date — the schedule an investor will ask to see.
Two co-founders re-vesting at a seed round, or a first hire and an advisor at once: each additional recipient on the same terms is CAD $1,250 on top of the starting fee, papered in the same round of approvals. Different terms for different people are quoted at scope review.
A scope review first, because equity can raise tax, valuation and securities questions that change the work. Then an intake call with the lawyer to settle the schedule and the leaver terms, one consolidated revision round, and a delivery call through the signed documents and the cap table.
Cliff, schedule and acceleration; shares or options; and what to do about shares that were already handed out with no strings attached. Each is settled on the intake call.
Vesting means the shares are earned over time. Leave early, and the unearned part goes back.
With restricted shares the recipient owns the shares from the day they are issued — they vote and sit on the cap table — but the company holds a right to buy back whatever has not yet vested, at the price paid, if the person leaves. The schedule says how the shares are earned. The common one is four years, monthly.
The cliff is the period at the start in which nothing vests at all, usually one year; someone who leaves in month eleven leaves with nothing, and someone who stays to month twelve vests a quarter at once. The vesting start date can be set to when the work began, not the date of signing.
Acceleration decides what happens on a sale of the company. Single-trigger vests everything on the sale itself. Double-trigger vests the balance only if the sale is followed by the person being let go without cause within a set window — the version investors and acquirers prefer, because it keeps the team in place after closing. The agreement also says what a departing holder keeps: vested shares are usually kept, or offered to the company at fair value, while a departure for cause can put more at risk. These are the terms settled on the intake call.
Two ways to give someone equity that is earned over time. They suit different moments.
Restricted shares are issued now, at a price the board sets, and vest by the company’s repurchase right falling away. They suit founders and the earliest people, while the shares are worth little: the holder is a shareholder from the start, the price is low, and there is nothing to exercise later. That is what this kit does.
Options are a right to buy shares later at a price fixed today. The holder is not a shareholder until they exercise, the company’s share count does not change until then, and every grant sits under one plan with one set of rules. They suit employees and advisors once the company has value and a team, and they are the ESOP Plan Setup Kit.
The tax treatment of the two differs, and for a Canadian-controlled private corporation the timing of the tax can differ too. That analysis is your accountant’s; the scope review asks whether they have looked at it, and the documents follow their advice. A recipient who is an employee, a contractor or an advisor is also papered on the Build a Team Kit agreements, so the shares and the relationship agree.
Founders who split the shares outright on day one can still put vesting on them. It is one of the kit’s most common uses.
Vesting cannot be imposed on a shareholder; it is agreed. The holder signs a restricted share agreement over shares they already own, giving the company a repurchase right over the unvested portion.
Some part is usually treated as vested for time already served. The share certificates are legended and, where the agreement calls for it, held in escrow, and the shareholders’ agreement is checked so the two documents do not contradict each other.
Investors ask for this at almost every seed round, because they are buying the team’s continued work and not only its past work, and a co-founder who joined later is often asked to accept it by the others. Doing it before the round, on the founders’ own terms, is cheaper than doing it under a term sheet. The issuance itself also needs a prospectus exemption under Ontario securities law; for shares to founders, employees and consultants of a private company that is usually one that requires no report, and the kit confirms which applies. Anything that needs a filing, a valuation or a tax opinion is scoped separately, by the same firm, before work begins.
Equity is intake-gated because the facts change the work: who the recipient is, what the shares are worth, what the articles and any shareholders’ agreement already say. The scope review settles the fee before anything is drafted.
Shares handed out with no vesting, no repurchase right and no approvals stay handed out. The co-founder who leaves in month eight keeps a quarter of the company, and the investor who notices asks why.
Shares that vest on a schedule, a repurchase right that works, records that prove both, and a cap table that shows vested and unvested by date — before the first hire, the first cheque or the first departure.
One recipient in Canada, a standard time-based schedule, clean cap-table information, and no tax, valuation or securities-filing issue: the restricted share agreement, the approvals, the exemption confirmed, the register and cap table updated, and the calls. Each additional recipient on the same terms is CAD $1,250. The fee is confirmed in writing at scope review, before any work begins; HST is separate. A recipient outside Canada, negotiated terms, or an issuance that needs a filing or a valuation is scoped on its own by the same firm.
Request Equity Scope ReviewSubmitting intake does not create a lawyer-client relationship. Work begins after conflict review, scope confirmation and written engagement terms.
Standard vesting for people in Canada is the kit. Options are the next kit. Anything that turns on a valuation, a tax position or a filing is scoped on its own after the review.
Standard restricted shares, one recipient, more at CAD $1,250 each.
Same firm, its own engagement.
After the founders’ agreement, usually before the first money. Each step is its own engagement, subject to intake and conflict review.
The founders’ shareholders’ agreement settles who owns what and what happens on departure; vesting sits on top of it. Both are drafted to agree with each other.
View Startup KitRestricted shares for the first few people; options under a plan for everyone after. The plan document, board approval and form of grant, from CAD $4,500.
View ESOP Plan Setup KitA recipient who is an employee, contractor or advisor signs the matching agreement too, so the IP, the covenants and the vesting all point the same way.
View Build a Team KitInvestors ask whether the founders’ shares vest before they ask much else. Done on your terms first, the SAFE or note closes without a re-vesting side letter.
View Funding KitEach further issuance, a departure that triggers the repurchase right, a cap table kept current — on standing terms rather than kit by kit.
Request Ongoing Support ReviewThe founders page sets the kits out in the order a company needs them. Negotiated terms, a valuation question or a shareholder dispute is advisory work by the same firm, scoped in phases.
View Founders & StartupsThe review confirms the kit fits and fixes the fee; the lawyer settles the terms on the intake call; the team drafts under the lawyer’s review; one round of comments; signed documents into the minute book and the cap table updated.
Who the recipient is, what the shares are worth, what the articles and any shareholders’ agreement say, and whether the accountant has looked at the tax. The firm confirms the kit fits, or says what does.
Fee and scope confirmed in writing, then the call with the lawyer that settles the schedule, the cliff, acceleration and the leaver terms.
The restricted share agreement, the resolutions and consents, the exemption confirmed and the IP assignment where needed. One consolidated round of comments, incorporated within scope.
Documents signed, shares recorded with the legend, certificates in escrow where agreed, cap table updated. The delivery call walks through it and names the next step, if there is one.
Four years, with a one-year cliff, vesting monthly after the cliff, is the schedule most Canadian and American investors expect and the kit’s default. Nothing vests in the first twelve months; a quarter vests at the anniversary; the rest vests in equal monthly amounts over the following three years. Founders who have already put in a year often set the start date back to when the work began, so that part is treated as earned. Shorter schedules for advisors — two years, no cliff — are common and inside the kit.
Yes; it is the kit’s most common use. Founders who received their shares outright agree to a restricted share agreement over them, giving the company the repurchase right over the unvested portion, usually with time already served credited. It fits the Startup Kit agreement, and the two are drafted to agree. Where the founders have not yet settled how much each should vest, or one has counsel, the terms are negotiated first as advisory work.
Yes. The starting fee covers one recipient; each additional recipient on the same terms is CAD $1,250, papered in the same set of resolutions. Two or three founders re-vesting together, or a hire and an advisor at the same time, are the usual cases. Where the recipients need different terms — a different schedule, a different price, milestone vesting for one of them — the additional work is quoted at scope review rather than priced on the page.
Restricted shares and options are different instruments, and the kit is the first. Restricted shares are issued now and vest by the repurchase right falling away; the holder is a shareholder from the start. Options are a right to buy shares later at a fixed price, granted under a plan, and the holder is not a shareholder until they exercise. Founders and the first one or two people usually take shares; the team that follows takes options, which is the ESOP Plan Setup Kit. The section above sets out when each fits.
The kit records the price the board sets and documents the issuance; the tax consequences for the company and the recipient, and any valuation the price should rest on, stay with your accountant or a valuator, and the scope review asks whether they have looked. Where the shares have real value — after a financing, or once there is revenue — that question matters more, and the firm coordinates with your advisors rather than guessing. The documents then follow their advice.
Every issuance needs a prospectus exemption, and the kit confirms the one it relies on. For shares to founders, employees, officers and consultants of a private company, the exemption usually requires no report to the regulator, so there is nothing to file and nothing extra to pay. Where an issuance does need a report of exempt distribution — shares to an investor, for instance — that is the Funding Kit or advisory work, and the review says so.
The kit is for recipients in Canada. A recipient in the United States or the UAE raises that jurisdiction’s securities and tax rules alongside Ontario’s, and the firm scopes that as advisory work — the same firm on both sides, through its UAE licence or its US alliance, rather than a second firm. See Canada–US and Canada–UAE.
The kit updates the register and produces a cap table that shows vested and unvested shares by date, from the records you provide. Where those records are wrong — shares issued that were never recorded, or recorded that were never issued — the reconstruction comes first and is quoted at scope review, because vesting cannot be put on shares whose ownership is unclear.
Then the review reads it first. Most founders’ agreements contemplate vesting and need nothing more than the restricted share agreement alongside them; some contain transfer or pre-emptive terms that have to be waived or amended before the shares can be issued, and that amendment is scoped at the review. An agreement the firm drafted under the Startup Kit is already built for it.
The agreement does the work. The company gives notice that it is exercising the repurchase right over the unvested shares, pays the price set in the agreement — usually what was paid for them — and the transfer is completed under the power of attorney the holder signed at the start, so nobody has to chase a signature. Vested shares are kept or offered to the company at fair value, as the agreement says. Under Ongoing Counsel Support the firm runs the mechanics; otherwise it is a short scoped piece when it happens.
The scope review and the intake call are with Khaled El Fauri, a member of the Bar of Ontario, who settles the terms and reviews the documents before delivery. The firm’s team prepares them to the firm’s standard forms, which is what keeps a lawyer-led issuance at a starting fee.
You have a signed restricted share agreement, the approvals, an updated register and a cap table that shows what has vested. The delivery call names the next step if there is one: the ESOP Plan Setup Kit once the team grows, the Funding Kit when money is coming in, or Ongoing Counsel Support for the grants and departures that follow. The founders and startups page sets the sequence out in full.
Tell us who holds what and who is receiving what. The scope review confirms the fit and the fee, the intake call settles the terms, and the shares are earned on a schedule everyone signed.