For Ontario companies with two or three founders: founder shares issued, a founders’ shareholders’ agreement that settles who owns what, who decides what and what happens when one of you leaves, and founder IP assigned to the company. Fixed fee, lawyer-led.
Three documents and the approvals that make them valid, prepared by the firm’s team under the lawyer’s review, with two calls and one round of revisions inside the fee.
Subscription agreements, the board resolutions that issue the shares, the securities register updated, and a cap table summary showing who holds what — so the split you agreed on is the split the corporation’s records show.
A unanimous shareholders’ agreement for up to three founders: who sits on the board, which decisions need every founder, how a deadlock is broken, how shares can and cannot be transferred, and the buy-out mechanics when a founder leaves. Drafted under Ontario law.
Everything each founder built before and after incorporation — code, designs, the name, the plan — assigned to the company, with moral rights waived, so the company owns what it is selling and an investor’s diligence finds a clean chain of title.
Not yet incorporated? Launch and the Startup Kit run as one engagement: one intake, one engagement letter, and the founder shares issued under the agreement from the first day rather than re-papered later. Separately CAD $1,595 and CAD $4,950; together CAD $5,950, because the founder share issuance both kits include is done once.
The clause every founders’ agreement is really about. Whether a departing founder must offer their shares, to whom, at what price and on what payment terms — settled now, while nobody is leaving. Vesting, which makes unearned shares fall away at cost, is the Equity Structuring Kit and fits on top.
An intake call with the lawyer to settle the commercial terms — the split, the board, the reserved matters, the leaver terms — and a delivery call to walk through the signed documents. One consolidated round of comments between the two, inside the fee.
The agreement does its work years before anyone reads it. Drafted while the founders agree, every term reads as fair. Left until a founder wants out or an investor wants in, the same terms are worth real money to someone and are far harder to settle.
Five questions, answered in advance.
Who owns what. The share split, recorded in the corporation’s register and matched by the agreement, so there is one answer rather than a spreadsheet and a memory.
Who decides what. Who sits on the board, and the short list of decisions that need every founder rather than a board majority — issuing shares, borrowing beyond a limit, selling the company, changing the business, paying a founder. These are the reserved matters, and in Ontario a unanimous shareholders’ agreement can take those powers from the directors and give them to the shareholders.
What happens at deadlock. Two founders at 50/50 will one day disagree. The agreement says what happens next: a cooling-off period, a casting vote on defined matters, mediation, and a buy-out mechanism as the last resort.
Who can sell to whom. No transfer without consent, a right of first refusal for the others, and the tag-along and drag-along rights explained in the next column.
What happens when a founder leaves. Whether they must offer their shares, at what price, paid how and over what period. This is the clause that matters most and is settled least often.
The four transfer mechanisms, and what each is for.
A right of first refusal means a founder who wants to sell must first offer the shares to the other founders on the same terms as the outside buyer. It keeps strangers out without stopping anyone from leaving.
A tag-along protects the minority: if a founder sells a controlling stake to a buyer, the others can sell alongside on the same terms rather than being left behind with a new majority owner they did not choose.
A drag-along protects the sale: once founders holding a set majority accept an offer for the whole company, the rest must sell on the same terms. Without it, one holder can block an exit or hold it to ransom. Investors ask for this clause first; having it already drafted is a diligence point in your favour.
A shotgun lets one founder name a price at which the other must either buy or sell. It is the cleanest way out of a two-founder deadlock and a dangerous one where the founders’ wallets differ, because the richer founder can name a price the other cannot meet. The kit includes it where the facts suit and leaves it out where they do not, and the intake call is where that is decided.
Yes, and it is the better order.
Launch incorporates the company; the Startup Kit sets the founders’ terms. Done together, at CAD $5,950 for the two rather than CAD $6,545 apart, the founder shares are issued once, under the agreement, from the first day — the transfer restrictions sit in the articles and on the share certificates as Ontario law requires of a private company, and nothing has to be re-papered. One intake, one engagement letter, one minute book that agrees with itself.
Done later, the kit works just as well for a company incorporated online or elsewhere, provided the shares were validly issued. Where they were not, or the records are missing, a short clean-up comes first and is scoped at intake.
Two Ontario points are drafted in from the start. The agreement is a unanimous shareholders’ agreement under the Business Corporations Act (Ontario) or the federal Act, so its reserved matters bind the directors. And because Ontario has prohibited non-competition clauses in employment agreements since 2021, save for executives and the sale of a business, founder covenants are drafted with that rule in mind: confidentiality and non-solicitation do the work, and any non-compete is placed where the law allows it. The firm’s shareholder agreements practice handles the negotiated version when a kit is not enough.
The kit is for founders who agree on the commercial terms and want them documented properly. Terms that have to be negotiated between founders, or with an investor, are advisory work by the same firm.
Founders move fast after incorporation without writing down ownership, decision-making, transfer rules, IP, or what happens if one of them leaves. The first time anyone looks is the first time it costs something.
Shares issued and recorded, IP owned by the company, and the founders’ terms in a signed agreement — before a hire, a SAFE, an accelerator or a diligence request asks for them.
Founder share documentation, the founders’ shareholders’ agreement, founder IP assignment, the approvals, two calls and one revision round, for up to three founders. With incorporation, Launch and the Startup Kit together are CAD $5,950 on one engagement letter — CAD $595 less than the two apart, because the founder share issuance is done once. A fourth or fifth founder is quoted at intake. HST is separate. The firm acts for the company; each founder is told in writing that they may take independent legal advice on the agreement before signing.
Start Founder Setup IntakeSubmitting intake does not create a lawyer-client relationship. Work begins after conflict review, scope confirmation and written engagement terms.
The line is drawn at negotiation and at vesting. Founders who agree get the kit. Vesting is the next kit. Terms that have to be argued, with each other or with an investor, are advisory work scoped in phases.
Standard founder governance, up to three founders.
Scoped separately, same firm.
After incorporation, before the first hire or the first money. Each step is its own fixed-fee engagement, subject to intake and conflict review.
Launch creates the corporation; the Startup Kit sets the founders’ terms. Together, CAD $5,950 instead of CAD $6,545 — the shares are issued once, under the agreement, from day one — on one engagement letter.
View LaunchVesting, restricted shares and a repurchase right at cost for the unearned portion if a founder leaves early. Drafted to sit on top of the founders’ agreement.
View Equity Structuring KitAn employment package, an independent contractor agreement and an advisor agreement, each with confidentiality, IP assignment and the covenants Ontario law allows.
View Build a Team KitA SAFE or convertible note closed properly, from CAD $3,950 on the private-issuer path. Investors ask to see the founders’ agreement before they sign; this is why it comes first.
View Funding KitFor the questions that recur once the company is running — a contract, a hire, an option grant, an investor update — on standing terms rather than kit by kit.
Request Ongoing Support ReviewA negotiated shareholders’ agreement, an investor at the table, or founders in two countries is advisory work by the same firm, scoped in phases. Not sure which you need? The founders and startups page sets the sequence out.
View Shareholder AgreementsThe lawyer settles the terms with the founders on the first call; the team drafts to the firm’s forms under the lawyer’s review; one round of comments; signed documents into the minute book.
The founders, the split, the corporation’s records and whether anything has already been signed. The firm runs a conflict check and confirms the matter fits the kit.
Scope and fee confirmed in writing, the independent-advice note given to each founder, then the call with the lawyer that settles the commercial terms.
The agreement, the IP assignment and the share documents drafted to the terms settled on the call. The founders return one consolidated set of comments, incorporated within scope.
Documents signed, shares recorded, everything filed in the minute book. The delivery call walks through it and names the next step, if there is one.
Yes, and most two- and three-founder companies should. Launch incorporates and organizes the corporation for CAD $1,595; the Startup Kit adds the founders’ agreement, the IP assignment and the founder share documentation for CAD $4,950. Together they are CAD $5,950 rather than CAD $6,545 — a CAD $595 saving, because the founder share issuance that both kits include is done once, under the agreement, rather than twice — on one intake and one engagement letter, with the shares issued under the agreement from the first day.
Incorporation creates the company; the Startup Kit sets the terms between the people who own it. A corporation can exist for years without a founders’ agreement, and many do, which is why the kit is offered on its own for companies that already exist as well as together with Launch for companies that do not yet.
Yes. A unanimous founders’ shareholders’ agreement for up to three founders is the centre of the kit: board composition, reserved matters, deadlock, transfer restrictions, right of first refusal, tag-along and drag-along, and the buy-out when a founder leaves. It is drafted to the terms the founders settle with the lawyer on the intake call. An agreement that has to be negotiated between founders through their own counsel, or that carries investor rights, is the firm’s shareholder agreements practice rather than the kit.
Vesting is the Equity Structuring Kit, and the two are drafted to fit together. The Startup Kit issues the founder shares outright and settles what happens on departure through the buy-out clause: the leaving founder offers their shares at a formula price. Vesting goes further, making the unearned portion of the shares fall away at cost if a founder leaves in the first years, and it is usually added when the founders have unequal commitments or an investor asks for it.
Yes, and it reaches back before incorporation. Code, designs, content, the name and the plan that a founder created before the company existed belong to that founder until assigned; the kit assigns all of it to the company, with moral rights waived, and records the assignment in the minute book. An investor’s or acquirer’s diligence starts with this document.
A fourth or fifth founder is quoted at intake as an addition to the fixed fee, provided the terms are still agreed and standard. Beyond that, or where the additional holders are investors or family rather than working founders, the agreement usually needs more structure and is scoped as advisory work.
The firm acts for the company, not for any one founder, and each founder is told in writing that they may take independent legal advice on the agreement before signing. The kit assumes the founders agree on the commercial terms and want them documented properly. Where they do not — the split is still open, one founder has counsel, terms are being traded — the work is a negotiated agreement, which the firm handles as advisory work with a budget agreed first, still acting for the company.
Tax stays with your accountant, and the kit is drafted to work from their advice: if they have recommended that a founder hold shares through a holding company, or a particular share class or price, the documents follow. What the firm does not do is choose the tax structure, advise on rollovers or elections, or value the shares. Where a tax-driven structure is being built, the firm coordinates with the accountant and scopes the legal side separately.
The Startup Kit is the founders’ agreement, before investors. A SAFE or convertible note is the Funding Kit, which is drafted to sit alongside it; a priced round with preferred shares, investor rights and an amended shareholders’ agreement is advisory work. Having the founders’ agreement already in place is what makes both faster.
Yes, provided the shares were validly issued and the records are in reasonable order. The intake asks for the articles and the minute book; if shares were never issued, issuances were never recorded, or something was signed that now has to be unwound, a short clean-up comes first and is quoted before any work begins.
Within limits. Ontario has prohibited non-competition clauses in employment agreements since 2021, with exceptions for executives and for the sale of a business, and a founder who is also an employee is affected by that rule. The kit relies on confidentiality and non-solicitation covenants, which remain enforceable when reasonable, and places any non-competition covenant where the law allows it, drafted narrowly. What the agreement can always do is make leaving expensive in shares rather than in lawsuits, through the buy-out and vesting mechanics.
You have signed founder shares, a signed agreement and an IP assignment in the minute book, and a cap table that matches. The delivery call names the next step if there is one: the Equity Structuring Kit for vesting, the Build a Team Kit before the first hire, the Funding Kit when money is coming in. The founders and startups page sets the sequence out in full.
Tell us who the founders are and how the shares are split. The intake confirms scope, the engagement letter fixes the fee, and the agreement is signed before anything tests it.