Established Private Companies · Ontario Corporate Counsel

Established companies — counsel for the company you have already built.

For Ontario companies past the startup stage — with revenue, shareholders, employees and a bank — and for the corporate, governance, commercial, IP and financing decisions that stop being simple once there is something to protect.

Practising since2020 · First Canadian Place, Toronto
Client profileFounder-led, past the startup stage
Handled byA small firm, principal-led
AlongsideYour accountant and tax advisor
PracticeCorporate & commercial
Situations We See

The decisions that arrive once a company is real.

Most of them were avoidable with a document that was never signed, or signed years ago for a company that no longer exists in that form. The firm reads what you have against what you have become.

Founders

A founder is leaving, or a new one is joining

Four years in, one founder is going and the shares were issued on day one with no vesting or leaver terms. Or a new partner is coming in and needs shares that are earned rather than given. Either way the cap table has to be restructured — buy-backs, new issuances, vesting, a valuation everyone accepts — between people who used to agree on everything.

Founder change···
Departing · buy-back, IP, release
Joining · vesting & restricted shares
Share restructuring & approvals
Shareholders

Several shareholders, no shareholders’ agreement

Three or four shareholders, a company worth something, and either no agreement at all or one drafted for a company with no revenue. Who decides what, how shares move, what happens on death, disability, divorce or insolvency, and how a deadlock breaks — none of it is written down, and the Ontario Business Corporations Act default rules are not what anyone would have chosen.

Unanimous shareholder agreement···
Reserved matters & board
Transfers, ROFR & buy-sell
Shotgun, drag & tag
Raising

Convertibles, notes and an equity round

SAFEs and convertible notes from angels, promissory notes from shareholders, a priced round from a strategic, a family office or a fund — usually more than one of these, over several years, on a cap table that has to absorb all of them. Readiness first, then the company side of each instrument, then a cap table that still reconciles when the notes convert.

Financing stack···
Convertible notes & SAFEs
Promissory notes & postponements
Priced equity round & conversion
Equity

Equity for the team when the shares are worth something

Granting options at a startup is easy. At a company with real value it means a defensible exercise price, a plan the shareholders have approved, and tax consequences for the people receiving them. The order of operations matters.

Commercial

The contracts the business actually runs on

Customer agreements and SaaS terms, supplier and distribution agreements, the reseller deal, the enterprise contract with the limitation of liability nobody read. The terms that carry the company’s risk, reviewed and rebuilt so they hold at the size you are now.

Intellectual property

Who actually owns what you have built

Code, brand, data and product built by founders, employees and contractors over years — often with no assignment to the company from any of them. Ownership, assignments, licences in and out, and what an investor or buyer will check first.

Governance

The board, the decisions and the record

Who sits on the board, what needs shareholder approval, how directors’ duties work when founders and investors disagree, and a minute book that matches what was actually decided. Governance that would survive a diligence review.

Dispute

A shareholder is raising oppression

A minority shareholder, or a former one, says they have been unfairly treated and points to the oppression remedy in the Ontario Business Corporations Act. What the company’s own documents actually allow, what the exposure is, and the steps available short of court — with litigation counsel coordinated where it goes further.

Restructuring

Holding companies, trusts and reorganisation

Your accountant has proposed a holding company, a family trust, a new share class or a tax-deferred rollover. The tax is theirs; the corporate documents that make it real — articles of amendment, share exchange agreements, resolutions, registers — are the firm’s, and the two have to match.

How It Is Handled

Senior attention, in phases you control.

A small firm, led by its principal, working alongside the advisors you already have. Every matter is scoped in phases, each agreed before it starts.

Why a small firm
The person you meet is the person who does the work
  • you deal directly with the principal, supported by the firm’s team;
  • the firm has practised from First Canadian Place since 2020, and its principal spent more than a decade as in-house counsel before that;
  • every matter is scoped in phases, each with a defined budget agreed before it begins;
  • nothing is handed down to someone who was not in the room.
With your accountant
One set of advice, not two
  • most corporate decisions at this stage are also tax decisions;
  • the firm works directly with your accountant and tax advisor from the first conversation;
  • the corporate documents and the tax structure end up describing the same company;
  • the firm does not give tax advice and does not compete for your accountant’s work.
It starts with a consultation.

A consultation to understand the company, the shareholders and the decision in front of you, then a review of the documents you have and the ones you are missing, delivered in writing with the steps recommended. Scope is confirmed after intake and conflict review and set out in an engagement letter before any work begins.

Book a consultation
PARTNER
LED
PHASED
SCOPE
WRITTEN
REVIEW
WITH
YOUR CPA
Written for
+Founder-CEOs
+CFOs and controllers
+Shareholders and boards
+The accountants and fractional CFOs advising them

Transactions, financings, reorganisations and ongoing corporate support beyond the initial review are scoped separately, in phases with a defined budget for each. Tax advice is provided by your accountant, with whom the firm works directly. Where a shareholder dispute needs litigation, the firm coordinates with litigation counsel and continues to advise the company on the corporate side.

How It Develops

One relationship, as it actually happened.

One relationship, described without identifying detail. It began in 2022, when a company already three years old came to the firm with revenue, shareholders and a financing to close, and it became standing counsel across financings, restructuring, shareholder matters and litigation supervision.

Standing counsel

A client since 2022. Standing counsel since.

A software company, incorporated in 2019, that came to the firm in 2022 with revenue, shareholders and a financing to close. It is now advised across its corporate, governance, commercial and shareholder work, three litigation matters supervised alongside litigation counsel, and cross-border matters. The firm’s role grew as the company did, and the founders still deal with the same principal they met in 2022.

Relationship · 2022 to present···
Came to the firm · 2022, at revenue
Standing counsel · corporate, governance, commercial
Litigation supervised · three matters
Cross-border matters
The transactions

The same company, the work along the way

For that company, over the years since: CAD $4.5 million in convertible notes, a CAD $2 million equity round, several promissory notes, continuing shareholder matters, and a CAD $10 million restructuring with a tax-deferred rollover across ten shareholders — the tax structure designed with the company’s accountants, the corporate documents built by the firm to carry it.

Matters · one client···
Convertible notes · CAD $4.5M
Equity round · CAD $2M
Promissory notes & shareholder matters
Restructuring with rollover · CAD $10M
The firm

Counsel that has sat on your side of the table

Fauri Law Professional Corporation, First Canadian Place, Toronto, since 2020. The principal, Khaled El Fauri, leads a small team across the firm’s Toronto and Abu Dhabi offices and brings more than a decade of senior in-house experience — including senior counsel work on a major Canadian public-company merger, counsel to a Government of Ontario infrastructure agency on large-scale public-private programs, and General Counsel roles inside industrial, financial and aerospace groups.

Bar of Ontario GPLLM · U of Toronto LLM · Sussex Former General Counsel Licensed · Canada & UAE
In Their Words

What established clients say.

Two Google reviews from founder-led companies the firm advises, quoted as written.

Google review · 2026
Mark D.

“Khaled and the team at Fauri Law are great to work with. They are extremely prompt, they take the time to thoughtfully explain the different options as well as the reasoning behind their recommendations. I really value that. We continue to count on their guidance and support as we grow our company.”

Google review · 2025
Amir A.

“We had the pleasure of working with Khaled and his team on a complex restructuring of our SaaS company. The expertise Fauri Law brought to the table exceeded our expectations. They were attentive, responsive, and highly professional throughout the process. I highly recommend Fauri Law to anyone in need of corporate legal assistance.”

How It Runs

From the minute book on the shelf to a decision you can make.

Submitting intake does not create a lawyer-client relationship. Work begins after conflict review, scope confirmation and written engagement terms.

Step 01 · 02

Send what you have

The minute book, the shareholders’ agreement if there is one, the cap table, and a paragraph on the decision in front of you. Fauri Law runs a conflict check.

Step 03

Consultation & engagement

A consultation with you — and your accountant, if you want them there. An engagement letter sets out the first phase and its budget before any work begins.

Step 04

Review & recommendation

In writing: what your documents actually do, what is missing for the company you are now, and what to do first.

Step 05

Phase by phase

Each further phase is scoped and agreed before it starts. You decide when to proceed, and the budget for each phase is known in advance.

Where It Leads

The review usually points to one of these.

Each is scoped and engaged separately, in phases, after the initial review.

Shareholders

Put the shareholders’ agreement in place, or bring it up to date.

A unanimous shareholder agreement for the company you are now: reserved matters, transfers, buy-sell, deadlock and exit.

View Shareholder Agreements
Raising

Close the notes, the SAFEs, or the priced round.

Term sheet Venture financing

Readiness first, then the company side of each instrument — convertible notes, SAFEs, promissory notes or a priced round — and a cap table that still reconciles when they convert.

View Venture Financing
Exit

Sell the company, or a division of it.

LOI M&A

The pre-transaction clean-up, then the deal — share or asset sale, disclosure, and the terms that survive closing.

View M&A
Commercial & IP

Rebuild the contracts, and own what you built.

Customer, SaaS, supplier and distribution agreements at the size you are now, and IP assignments and licences that put ownership where an investor or buyer expects it.

View Commercial Transactions
Standing counsel

Keep the firm on hand as the company grows.

Defined annual counsel capacity, configured after intake, for the questions that come up every month once a company is real.

Request Ongoing Support Review

Have questions?
Find answers.

Any more questions? Contact us Ready to begin? Book a consultation Still pre-revenue? Founders and startups
We incorporated years ago and never signed a shareholders’ agreement. Is it too late?

It is later than ideal and nowhere near too late. Until an agreement is signed, the Ontario Business Corporations Act and your articles decide everything — who controls the board, how shares transfer, what a departing shareholder keeps — and the statutory defaults are rarely what the shareholders would have chosen. The harder part is that the shareholders now have real positions to protect, so the agreement is negotiated rather than assumed. That is normal at this stage, and it is the firm’s most common starting point with an established company.

A co-founder is leaving. What happens to their shares?

It depends on what was signed when the shares were issued, and often the answer is that nothing was. Without vesting or leaver terms, a departing founder keeps what they hold. What the company can do then turns on the articles, any agreement in place, and what the remaining shareholders are prepared to offer. The firm’s job is to establish the position quickly, structure a buy-back or a settlement if one is possible, and paper the departure — shares, IP, confidentiality, release — so it does not resurface at the next financing or sale.

Can we set up an option plan now that the shares are worth something?

Yes, and the sequence matters more than it did at the start. The plan needs shareholder approval and a pool that fits the cap table; the exercise price needs a defensible basis once the shares have value; and the tax treatment for the people receiving options depends on how the company and the grant are structured. The firm handles the plan, the approvals and the grants, and works with your accountant on the valuation and tax side.

We are raising on SAFEs, convertible notes or a priced round. What do we need?

Readiness first: a cap table that reconciles to the share register, a minute book that matches what actually happened, IP assigned to the company, and a shareholders’ agreement that can absorb the new instrument. Then the company side of the instrument itself — the note or SAFE terms, the conversion mechanics, the approvals — and, for a priced round, the subscription agreement, investor rights and the amended shareholders’ agreement. Most established companies raise more than once, on more than one instrument, so the firm builds each one to convert cleanly into the next. Finding the gaps before the term sheet is considerably cheaper than having the investor’s counsel find them after it.

A new partner is joining. How do we bring them in properly?

With shares that are earned rather than given, and a cap table restructured to make room. That usually means restricted shares or options with vesting and a cliff, a valuation the existing shareholders accept, the resolutions and issuances that record it, and an amended shareholders’ agreement that the new partner signs on the way in. Done at the start, it protects everyone; done informally, it is the departure problem in a few years’ time.

Who owns our IP?

Often not the company, until someone checks. Code, brand, data and product built by founders before incorporation, by employees without an IP clause, or by contractors with no assignment, can sit with the individuals who created it. The firm establishes what the company actually owns, obtains the assignments that are missing, and sets up the employment, contractor and licensing terms so it does not drift again. It is the first thing an investor or buyer will look at, and one of the easiest to fix in advance.

Do you work with our accountant?

Yes, from the first conversation, and it is usually better if the accountant is in the room. At this stage most corporate decisions are also tax decisions — a reorganisation, a holding company, a share class, an option plan. Your accountant owns the tax; the firm owns the corporate documents that make it real; and the firm’s work is to make sure the two describe the same company. The firm does not give tax advice and does not compete for your accountant’s work. See Working with professional advisors.

How is an engagement scoped?

In phases. After the consultation and conflict check, an engagement letter sets out the first phase — usually the written review — with a defined budget. Each further phase is scoped and agreed before it starts, so you know what it covers and what it will cost before you decide to proceed. Nothing runs open-ended. See Fees & Engagement for how the firm scopes and engages.

Our bank wants a general security agreement and personal guarantees. What should we know?

That the documents are negotiable, within limits, and that most companies sign them as sent. A general security agreement typically covers all of the company’s present and future property; guarantees put shareholders’ personal assets behind the company’s debt; postponements subordinate shareholder loans to the bank; and covenants can restrict dividends, further borrowing and changes of control. The firm reviews the package against the company’s actual position, identifies what to push back on, and makes sure the other shareholders have approved what is being given.

A shareholder is threatening an oppression claim. Can you help?

Yes, on the corporate side. The oppression remedy under the Ontario Business Corporations Act protects shareholders and certain others against conduct that is oppressive or unfairly prejudicial to their interests, and the exposure depends heavily on what the company’s own documents allowed and how decisions were actually made. The firm establishes that position, advises on the steps available short of court — disclosure, a buy-out, a negotiated exit — and where it proceeds to litigation, coordinates with litigation counsel while continuing to advise the company on its corporate affairs. The firm does not itself appear in court.

We want to set up a holding company or a family trust. Is that you or our accountant?

Both, in a defined order. Your accountant designs the tax structure — the holding company, the trust, an estate freeze, a share exchange — and advises on the consequences. The firm then builds the corporate side: incorporating the holding company, articles of amendment for new share classes, the share exchange agreement, the resolutions, and registers that record what happened. The firm works from the accountant’s plan and does not second-guess the tax; it makes sure the documents carry it.

We are thinking about selling. When should we call?

Before the buyer does. Most of the value lost in a sale of a founder-led company is lost in diligence, when the buyer finds what was never documented and prices it. A pre-transaction review — minute book, cap table, contracts, IP, employment terms — a year or even six months ahead lets those things be fixed quietly rather than negotiated under pressure. The firm handles the clean-up and then the transaction itself, and works with your accountant on the structure of the sale.

Can you act as our standing corporate counsel?

Yes. For a company that has regular corporate questions — a contract a month, a board decision, a new hire with equity, a shareholder matter — Ongoing Counsel Support configures defined annual counsel capacity after intake, with the same principal on the other end of the phone. Several of the firm’s longest relationships began with a single matter and became this.

We have a shareholder, an investor or a subsidiary in the UAE or the United States.

Then the corporate documents on the Canadian side have to work with the other jurisdiction, and the firm is set up for that. For the Gulf, the firm is licensed in both Canada and the UAE and handles both sides directly — see Canada–UAE. For the United States, the firm engages directly with you and delivers the US-law work through its alliance with a US firm — see Canada–US.

We are not at revenue yet. Is this page for us?

Not yet, though the same firm is. For a company that is incorporating, setting founder terms, building a team or preparing to raise a first round, the firm’s Structured Legal Systems — Launch, the Workflow Kits and Ongoing Counsel — are built for exactly that stage, with defined scope and published pricing. This page is for the company those founders become.

Counsel for the company you have already built.

Send the minute book, the cap table and a paragraph on the decision in front of you. You will hear from the principal the same business day.

Toronto +1 (416) 915-4233 khaled@faurilaw.ca Send a message Both offices