No. Fauri Law’s lawyers are licensed in Ontario, and the firm is also licensed in the UAE. The firm does not practise US law and does not give US legal advice. Where a Canada–US matter needs US law — a Delaware entity, a US investor’s securities questions, a US employment agreement, the US side of an acquisition — that work is performed by US-licensed lawyers at the firm’s alliance firm, on Fauri Law’s instructions and inside the same engagement. You get one firm to deal with and a matter that has been read on both sides.

You engage Fauri Law under one engagement letter. The letter identifies which parts of the matter, if any, need US law, names the alliance firm, and sets out the basis on which its work is billed — through Fauri Law, so you receive one account. Conflicts are checked in both firms before work begins. The firm advises on the Canadian law directly, instructs the alliance firm on the US pieces, and reconciles the two sets of documents so that they say the same thing. The alliance is a working arrangement between two independent law firms, not a partnership; if a matter would be better served by you engaging US counsel directly, the firm will say so.

Sometimes, and less often than founders are told. Many US funds will invest in a Canadian corporation directly; some will not, or will not lead. Putting a Delaware parent above an Ontario company — the “flip” — is a tax event before it is a corporate one, and it is costly to do and costly to undo. The right order is: find out whether the investor actually requires it, have your accountants model what it costs, and only then decide the structure. If a flip is the answer, the firm handles the Canadian side — the exchange, the approvals, the intercompany and IP agreements that follow — with the Delaware side through the alliance.

Usually Ontario, for a company whose directors are all in the United States. A federal corporation must have at least a quarter of its directors resident in Canada; an Ontario corporation has had no residency requirement since 2021, which removes the need to find a Canadian director or restructure the board. Either way the subsidiary needs its registrations, a registered office, a minute book and — because it is owned by a non-Canadian — a notification under the Investment Canada Act. Payroll, GST/HST and the provincial employer registrations are your accountant’s, and the firm coordinates them. A subsidiary can usually be in place within a week of instructions.

It depends on where the company will operate, hire and raise, and on each founder’s tax position, which is a question for your accountants. What does not depend on any of that is the founders’ agreement: who holds what, vesting, roles, decisions, and an IP assignment from each founder into the company that works in both countries. Get that right first; the corporate structure can be adjusted later, but a founder dispute with no agreement cannot. For Ontario incorporation the firm’s Startup Kit covers the founders’ agreement and founder IP; the US-side questions come through the alliance.

Two sets of securities rules apply instead of one. On the company side, an Ontario company selling securities to a purchaser outside Canada relies on Ontario’s rules for distributions outside Canada, which have their own conditions and, in some cases, their own report. On the investor side, the sale has to comply with US federal and state securities law, which is the alliance firm’s work. The documents themselves — a SAFE, a note or a subscription agreement — are adapted so that they work under Ontario corporate law and satisfy what the US investor expects to see. A first SAFE or note with US investors can often run on the Funding Kit with the US piece added; a priced round is advisory work.

Diligence on the Ontario company, which is where most of the value is lost or kept; the purchase agreement and its Canadian-law provisions; shareholder and board approvals; the treatment of options and any SAFEs or notes outstanding; employment and IP matters that survive closing; and the Canadian filings that come with a non-Canadian buyer, including the Investment Canada notification and any competition filing the size of the deal requires. The buyer will have its own US counsel; the firm acts for you on the Canadian side and, through the alliance, on any US-law points that arise on your side of the table. Coming to the firm six months before a sale, rather than after the letter of intent, is the single best thing a seller can do. See Mergers & Acquisitions.

The one you can actually enforce under, chosen with the forum, the currency and the limitation of liability as a set rather than clause by clause. Ontario law with Ontario courts is often right for an Ontario company; a large US customer will often insist on its own state, and the question then is what that changes — on limitation of liability, on indemnities, on termination — and whether it is worth conceding for the contract. The firm drafts and negotiates the Canadian-law version and reads the US-law version with the alliance firm where the counterparty’s paper governs.

That the two systems differ most where employers assume they are the same. A Canadian hire needs Canadian-law terms: there is no at-will employment in Ontario, termination requires notice or pay in lieu unless the contract limits it properly, most non-competes in employment agreements have been unenforceable since 2021, and a US-form offer letter does none of this. Contractors are a separate question, with their own misclassification and IP-ownership risks. For a company’s first Canadian hires the Build a Team Kit covers offer letters, contractor and advisor agreements with the IP and confidentiality provisions built in. A Canadian company hiring in the United States gets the mirror image, through the alliance.

No. The firm does not practise immigration law in either country. TN status, L-1 transfers, Canadian work permits and the rest go to immigration counsel, and the firm will point you to the right one. What the firm does handle is the corporate side those applications depend on — the entity, the intercompany agreements, the employment terms — so that the immigration file describes a structure that actually exists.

Your accountants, on both sides of the border, and it is worth having both before the structure is decided. Residency, permanent establishment, withholding under the Canada–US tax treaty, transfer pricing between a parent and its subsidiary, and the tax cost of a flip are their questions. The firm’s role is to make sure the corporate documents and the tax reporting describe the same thing, and it works directly with your accountants to do that.

Directly to the principal, by email or through the contact page, with a paragraph on the matter. You will hear back the same business day, and a conflict check runs before anything else. The firm takes the Ontario corporate and commercial piece and hands everything else back; it does not compete for your client’s US, tax, immigration or litigation work, and it does not pay or accept referral fees. See Working with professional advisors.

Yes. The firm serves both directions equally. If you are in the United States — a company setting up or hiring in Canada, an investor with a Canadian portfolio company, a buyer looking at an Ontario target, or counsel with a Canadian piece to place — everything on this page applies to you from the other side. The firm works in Eastern time from Toronto, and the Toronto office page has the local details.

The firm does not litigate in either country. Where a shareholding, a venture or a contract with a US party has gone wrong, the firm advises on where you stand, the corporate and negotiated steps available, and — where a dispute needs it — coordinates with litigation counsel in the relevant jurisdiction, on either side of the border, so that the corporate advice and the litigation strategy are the same strategy.