Company-side documents, approvals and closing for a SAFE or convertible-note financing — on the private-issuer path, or the accredited-investor path with the securities work and the filing included.
Three parts are in both tiers. Three more are the securities work the accredited-investor path requires — inside the kit, because that is the path most angel rounds take.
A SAFE — the post-money form as standard, the pre-money form where your investors prefer it — or a convertible note. Each adapted to Ontario law and to the company’s own articles, with conversion mechanics that work with the share classes you actually have. Most-favoured-nation and pro rata side letters as standard variants.
Board resolutions, shareholder approvals or waivers where your articles or shareholders’ agreement require them, the resale legend, a register of SAFE or note holders, a closing checklist, and the executed instruments delivered into the minute book. One closing.
A conversion model showing your dilution at the cap, at the discount, and at the next round’s price — including any SAFEs or notes already outstanding. A second or third round stacks on the first; the model shows what that does before you sign.
Which prospectus exemption each investor relies on, the accredited-investor certificate each one signs, and the risk acknowledgement form the rules require from individuals in certain categories.
The questionnaire and the issuer’s reasonable-steps record that show the company confirmed each investor’s status — the file that supports the exemption if anyone asks later.
Form 45-106F1 with its purchaser schedule, prepared and filed through SEDAR+ within ten days of closing. The regulator’s filing fee is separate.
Not by how many. The intake asks who is investing; that answers which prospectus exemption the company can rely on, and that decides the tier and the fee.
For a SAFE or note to people already inside the company’s circle — founders, directors, existing shareholders, close family and friends — while the company has no more than fifty holders. No report to file.
For a SAFE or note to several investors relying on the accredited-investor exemption — angels, a family office, a first fund. Everything in tier one, plus the certificates, verification and the report of exempt distribution, filed.
Each tier is a fixed fee for its defined scope. The intake confirms which tier fits and the engagement letter sets the fee before any work begins. HST, the regulator’s filing fee and third-party costs are separate. A financing that does not fit either tier — an investor with counsel, negotiated terms, a priced round — is scoped as advisory work by the same principal, not squeezed into the kit.
Start Funding IntakeSubmitting intake does not create a lawyer-client relationship. Work begins after conflict review, scope confirmation and written engagement terms.
The instrument, the terms, and the exemption. Most of what goes wrong in a convertible financing goes wrong in one of these, and each is settled on the call before drafting starts.
Both convert into shares at the next priced round. They are different things.
A SAFE is not debt. It carries no interest and no maturity date; it simply converts when a priced round happens, at the cap or the discount. The post-money form, standard since 2018, fixes each investor’s ownership at conversion regardless of the other SAFEs issued. The older pre-money form dilutes SAFE holders by one another, which some investors still prefer and the kit provides.
A convertible note is a loan. Interest accrues, it has a maturity date, and if no round arrives it has to be repaid, converted at maturity, or extended. Canadian angels use both; the choice usually follows the investor. Either way the instrument is adapted to Ontario law and to the company’s own articles, so that it converts into share classes that exist.
From the blog SAFE vs convertible note — choosing the right tool for the situation How SAFEs, notes and caps actually dilute ownership
The terms that decide how much of the company the investor ends up with.
The valuation cap is the highest company value at which the instrument converts — a lower cap means more shares for the investor. The discount gives the investor a percentage off the next round’s price, commonly around twenty percent. Where an instrument has both, the investor converts on whichever gives them more shares.
A most-favoured-nation clause lets an earlier investor take the terms of a later, better instrument. A pro rata right lets an investor buy into the next round to hold their ownership. Both are ordinary requests at this stage and both are standard variants in the kit. The pro forma shows what each does to the founders before anyone signs.
From the blog Discounts and valuation caps — mechanisms and trade-offs A worked example — dilution from seed to Series B Cap tables that don’t lie
Every private placement in Ontario needs a prospectus exemption. Two do most of the work.
The private-issuer exemption is available while the company has no more than fifty securityholders, not counting employees, and sells only to people in the permitted categories — directors, officers, founders and their close family and friends, existing holders, and accredited investors. It requires no report to the regulator. That is tier one.
The accredited-investor exemption covers investors who meet the income or asset tests. Each signs a certificate; individuals in certain categories also sign a risk acknowledgement form; the company takes reasonable steps to verify; and a report of exempt distribution is filed within ten days, with a fee. Most angel rounds end up here once the investor list goes beyond the founders’ own circle. That is tier two.
The line is drawn at negotiation. Standard instruments to investors who sign what the company offers are the kit. An investor with counsel, or terms that have to be argued, is advisory work — scoped in phases, same firm.
Both tiers, and the accredited-investor additions.
Scoped in phases after the consultation.
Directional, not a bundle. Each step is a separate engagement, taken when the company needs it.
A founders’ agreement and founder IP in place before an investor reads the minute book.
View Startup KitFounder vesting and restricted shares settled so the pro forma starts from a cap table that is true.
View Equity Structuring KitInvestors will ask about the option pool; a plan that exists is easier to size than one that is promised.
View ESOP Plan KitTerm sheet, subscription agreement, new share class and investor rights — advisory work, with the conversion already modelled.
View Venture FinancingThe firm is licensed in Canada and the UAE and delivers US-law work through its alliance with a US firm, so a foreign investor does not mean a second firm.
View Canada–UAEFor the questions that start arriving monthly once there are investors to report to.
Request Ongoing Support ReviewThe same lawyer-led process on both tiers. Submitting intake does not create a lawyer-client relationship or guarantee acceptance.
The intake asks who is investing, how much, and what is already on the cap table. That decides the exemption, the tier and the fee. The firm runs a conflict check.
An engagement letter fixes the tier’s fee and scope. A call settles the instrument, the cap and discount, side letters, and how existing instruments stack.
The team prepares the instrument, the approvals and the pro forma; on tier two, the certificates and acknowledgement forms go to each investor. The lawyer reviews; you get one consolidated revision round.
Execution, the register of holders, the minute book and the pro forma updated. On tier two the report of exempt distribution is filed within ten days. A delivery call names the next step.
It depends on who is investing, and the intake works it out. If every investor is inside the company’s own circle — founders, directors, existing shareholders, their close family and friends — and the company has no more than fifty holders, the private-issuer exemption applies and tier one covers it with no filing. If the investors include people outside that circle who qualify on the income or asset tests, the round relies on the accredited-investor exemption and tier two covers the certificates, the verification and the filing. A round can mix both; the intake sorts it.
Yes, per tier. Each tier is a fixed fee for its defined scope, confirmed in the engagement letter before work begins. The fee changes only if the financing turns out not to fit the tier — an investor arrives with counsel, terms have to be negotiated, a priced round replaces the convertible — and in that case the matter is scoped as advisory work with a budget agreed first. HST, the regulator’s filing fee and third-party costs are separate.
Yes, as the base. The post-money SAFE is the starting document, adapted to Ontario law and to your articles so that it converts into share classes that exist, with Canadian governing law and the resale legend the rules require. The pre-money form is available where your investors prefer it. Investors who know the YC form will recognize it; the adaptations are the parts that make it work here.
Yes. A second or third convertible round stacks on the first, and the pro forma models all of them together — at the cap, at the discount, and at the next round’s price — so you see the combined dilution before you sign. Existing instruments are inside the kit; the only thing that takes a round out of it is negotiation or a priced round.
A private company cannot sell securities without a prospectus unless an exemption applies. The accredited-investor exemption lets the company sell to investors who meet defined income or asset thresholds. In return the rules require the company to obtain a signed certificate from each investor, a risk acknowledgement form from individuals in certain categories, to take reasonable steps to confirm the investor’s status, and to report the distribution to the regulator within ten days on Form 45-106F1. Tier two does all of that. The private-issuer exemption, by contrast, requires no report, which is why tier one can be priced as it is.
The regulator charges a fee for each report of exempt distribution; it is a company cost, separate from the kit fee, and the current amount is confirmed at intake. The firm prepares the report, its purchaser schedule and the filing itself; the fee is the only part that is not inside tier two.
Then the financing is no longer a standard instrument accepted as offered, and it moves to advisory work — same principal, scoped in phases with a budget agreed before each. Everything already done in the kit carries over; you are not starting again. The kit covers the company side of a financing where investors sign what the company offers, which is most convertible rounds at this stage.
Most-favoured-nation and pro rata side letters are standard variants inside the kit, on either tier. Bespoke investor rights — information rights beyond the ordinary, board observer seats, anything that has to be negotiated — are advisory.
Then the other jurisdiction’s securities rules may apply alongside Ontario’s, and that analysis is scoped as advisory work. The firm is licensed in Canada and the UAE and handles US-side work through its alliance with a US firm, so a foreign investor does not mean a second firm. See Canada–UAE and Canada–US.
A priced round is where the convertibles convert, and it is advisory work: the term sheet, the subscription agreement, articles of amendment for the new share class, investor rights, and an amended shareholders’ agreement, plus the exemption work and filing on the equity itself. If the firm did your convertible rounds, the conversion is already modelled and the documents already reconcile, which is most of the preparation. See Venture Financing.
Investor funds go directly to the company; the kit does not include escrow, trust-account administration or payment tracking. The closing checklist tells you what to collect from whom and when, and the instruments are issued once the funds have arrived.
You have the executed instruments in the minute book, a register of holders, an updated pro forma, and on tier two a filed report. The delivery call names the next step — usually the option plan if investors have asked about it, Ongoing Counsel Support once there are investors to report to, or, when the priced round comes, advisory work with the conversion already done.
Tell us who is investing and what is already on the cap table. The intake confirms the tier, the engagement letter fixes the fee, and the round closes with the documents, the register and — where the rules require it — the filing done.