Founders & Startups · Ontario

Founders and startups — the legal foundation, in the right order.

For founders in Ontario incorporating, splitting equity, hiring the first people and raising the first money — fixed-fee, lawyer-led kits for the standard steps, and senior judgment for the ones that are not.

Standard stepsFixed fee · published on each page
Everything elseScoped advisory, same principal
Delivered byA small firm, lawyer-led
Practising since2020 · First Canadian Place, Toronto
PracticeCorporate & commercial
Where You Are

Nine places a founder is standing when they call.

Each has a standard version and a version that is not standard. The intake tells them apart, and routes you to the right one.

Incorporating

You’re incorporating

Ontario or federal, a share structure that will still work when an investor arrives, the by-law and organising resolutions, and a minute book set up properly on day one. Filing takes an afternoon; choosing what to file is the part that matters. Standard cases go through Launch.

Launch Incorporation Package···
Ontario or federal articles
By-law, resolutions, registers
Multi-class shares · add-on
Co-founders

You’re splitting equity with a co-founder

Who owns what, what happens if one of you leaves in eighteen months, who decides, and how the company gets the IP each of you built before it existed. A founders’ agreement settles it while you still agree. The Startup Kit covers the standard version; vesting adds the Equity Structuring Kit.

Founders’ agreement···
Ownership & decision-making
Transfers & leaver terms
Vesting · Equity Structuring
Raising

You’re raising the first money

A SAFE or a convertible note from angels, friends and family, or a first fund cheque. The instrument, the cap or discount, the exemption the company relies on, and the approvals — done so the round closes and the cap table still reconciles when it converts. The Funding Kit covers the company side, on either the private-issuer or the accredited-investor path.

First financing···
SAFE or convertible note
Exemption & approvals
Priced round · advisory
Hiring

You’re hiring the first people

Employee, contractor or advisor — each with confidentiality, IP assignment and the restrictive covenants Ontario actually allows, since non-competes in employment agreements have been banned in Ontario since 2021 with narrow exceptions. The Build a Team Kit covers all three.

Options

You’re setting up an option pool

A plan the shareholders approve, a pool sized for the next round rather than the last one, and grants that are actually issued rather than promised in an email. ESOP Plan Setup puts the infrastructure in place before the first grant.

Intellectual property

You built it before the company existed

Code, brand and product written by founders on their own laptops, sometimes while employed elsewhere. Until it is assigned, the company does not own it, and an investor will ask. Assignment is part of the founders’ agreement; anything contested is advisory.

First customer

A big customer sent you their contract

A pilot, a master services agreement, an enterprise paper with a limitation of liability written for someone your size to sign without reading. What to accept, what to push back on, and what your own terms should say next time. Handled as commercial advisory.

Programs

You’re in an accelerator or a university program

Cohort timelines, a program that may have its own legal path, and sometimes an institution that supports the cost. The firm works with program teams and their founders directly — see programs and accelerators.

Cross-border

A co-founder or investor is in another country

A founder in the UAE or the United States, an investor abroad, or a company that needs to exist on both sides. Ontario no longer requires Canadian-resident directors; a federal corporation still does. That is the first of several questions — see Canada–UAE and Canada–US.

How It Is Handled

Fixed fee where the work is standard. Senior judgment where it is not.

The kits exist because most founder-stage work is repeatable and should cost a known amount. The firm exists because some of it is not, and the same principal handles both.

The kits
Defined scope, published fee, lawyer-led
  • each kit covers a defined set of documents and steps, with the price on the page;
  • a short intake confirms your situation fits before anything is charged;
  • the firm’s team prepares the documents and a lawyer reviews and delivers them with you;
  • you know what it costs before you commit, and what it does not include.
Everything else
Routed out, not forced in
  • a negotiated agreement, an investor with counsel, a founder dispute, a cross-border structure — these do not fit a fixed fee, and the intake says so;
  • they are scoped as advisory work, in phases, with a budget agreed before each;
  • the same principal who would have handled the kit handles this;
  • nothing is squeezed into a kit to keep the price down.
The ladder, in the usual order.

Launch Incorporation Package · CAD $1,595  →  Startup Kit · CAD $4,950  →  Equity Structuring · from CAD $4,950  →  Build a Team · CAD $3,950  →  ESOP Plan Setup · from CAD $4,500  →  Funding Kit · from CAD $3,950. Fixed fees as published on each page; HST, government and third-party fees are separate. Not every company needs every step, and few need them all at once.

Compare the kits
FIXED
FEE
LAWYER
LED
INTAKE
FIRST
HST
EXTRA
Written for
+First-time founders
+Co-founder teams
+Accelerator and university cohorts
+Founders who incorporated online and need it fixed

Submitting intake does not create a lawyer-client relationship. Work begins after conflict review, scope confirmation and written engagement terms. Where a matter falls outside a kit’s scope it is routed to advisory work rather than fitted into the kit.

Where It Leads

The first document is the start of something.

Two companies, described without identifying detail. One is at the beginning. The other came to the firm in 2022, three years after it was incorporated, and shows where the road goes.

Starting

An incorporation built for the investor who has not arrived yet

A founder entering a business program needed an Ontario corporation with a share structure that would take investors later — voting, non-voting and preferred shares issuable in series — organised and delivered within the program’s timeline, with a minute book that will still make sense at the first round.

Launch · with multi-class add-on···
Ontario articles · three classes
By-law, resolutions, registers
Minute book · year one
Further along

Three years in, with a financing to close

A software company came to the firm in 2022, three years after incorporation, with revenue, shareholders and a financing to close. Since then it has raised on convertible notes, closed an equity round, taken in shareholder loans, restructured across ten shareholders and expanded abroad — with the same principal throughout. The documents you sign today are the ones that file will be built on. See established private companies.

One file · 2022 to present···
Came to the firm · 2022
Notes, equity round, restructuring
Standing counsel · today
The firm

A small firm that has seen the later chapters

Fauri Law Professional Corporation, First Canadian Place, Toronto, since 2020, with a second office in Abu Dhabi. The principal, Khaled El Fauri, leads a small team and spent more than a decade as in-house counsel before founding the firm — which is why the kits are built around what an investor’s lawyer will ask for in year three, not what is quickest to file in year one.

Bar of Ontario GPLLM · U of Toronto LLM · Sussex Former General Counsel Licensed · Canada & UAE
How It Runs

From a short intake to documents you can build on.

The same process for every kit. Submitting intake does not create a lawyer-client relationship or guarantee acceptance.

Step 01 · 02

Intake & fit

A short questionnaire about the company, the people and what you need. The firm confirms whether it fits a kit or needs advisory scope, and runs a conflict check.

Step 03

Engagement & call

An engagement letter confirms scope, fee and exclusions. An onboarding call settles the details — jurisdiction, founders, structure, timing.

Step 04

Lawyer-led delivery

The team prepares the documents; the lawyer reviews them; you walk through them together in a delivery session, so you understand what you have signed and why.

Step 05

The next step, named

Every delivery ends with the recommended next step and when you will actually need it — which is often later than you think.

The Usual Sequence

What follows what, for most companies.

Directional, not a bundle. Each step is a separate engagement, taken when the company actually needs it.

Foundation

Incorporate, then set the founder rulebook.

The corporation first; then ownership, decision-making, transfer restrictions and founder IP, while the founders still agree on everything.

View Startup Kit
People

Engage the first hires properly.

Employee, contractor and advisor agreements with confidentiality, IP assignment and the covenants Ontario permits.

View Build a Team Kit
Raising

Be ready when the first cheque arrives.

Company-side documents for a SAFE or convertible-note closing — private-issuer path, or accredited-investor path with the exemption work and filing. A priced round or an investor with counsel goes to advisory.

View Funding Kit

Have questions?
Find answers.

Any more questions? Contact us Ready to begin? Get Started Already at revenue? Established private companies
Ontario or federal — which should I incorporate under?

Both work for most startups, and the differences are practical rather than dramatic. A federal corporation under the Canada Business Corporations Act carries its name across the country and needs at least a quarter of its directors to be resident Canadians. An Ontario corporation under the Ontario Business Corporations Act has had no director residency requirement since 2021, which matters if a founder or investor lives abroad, and registers extra-provincially if it operates elsewhere. The share structure, the by-law and the minute book are the same work either way. The onboarding call for Launch settles it in a few minutes.

There are two of us. Do we really need a founders’ agreement?

Yes, and the time to sign one is when you still agree on everything. It sets who owns what, who decides what, what happens if one of you leaves in eighteen months, how shares can and cannot be transferred, and that the company owns what each of you built. Without it, the Ontario Business Corporations Act defaults apply, and a founder who leaves after six months keeps everything they were issued on day one. The Startup Kit covers the standard version.

What is vesting, and do we need it?

Vesting means founder shares are earned over time — typically four years with a one-year cliff — so that a founder who leaves early does not keep a full stake. It protects the founders who stay and it is the first thing an investor will look for. If there is more than one founder, or any founder is not full-time, you almost certainly need it. The Equity Structuring Kit puts it in place, including for shares already issued.

Can I hire everyone as a contractor?

You can hire people as contractors when the relationship is actually one of independent contracting; calling an employee a contractor does not make them one, and the consequences of getting it wrong arrive later, usually from the CRA or the Ministry of Labour. Each type of engagement needs its own document. Note that Ontario banned non-compete clauses in employment agreements in 2021, with narrow exceptions, so protection for employees comes from confidentiality, IP assignment and non-solicitation rather than non-competition. The Build a Team Kit covers employees, contractors and advisors, with the covenants Ontario actually permits.

When should we set up an option pool?

Before the first grant, and usually before the first round, since investors will expect a pool to exist and will often want it sized before they price the company. An option promised in an offer letter with no plan behind it is a problem to fix later, not a grant. ESOP Plan Setup creates the plan and the pool; grants are implemented as an add-on once it exists.

SAFE or convertible note?

Both convert into shares at a later priced round; the differences are in what they are. A SAFE is not debt — no interest, no maturity date. A convertible note is a loan that converts, with interest and a maturity date the company has to manage. Canadian angels are familiar with both; the choice usually follows the investor. What matters more is the valuation cap, the discount, the securities-law exemption the company relies on, and whether the cap table has been built so the instrument converts cleanly. The Funding Kit covers the company side, on either the private-issuer or the accredited-investor path.

What is in a kit, and what is not?

Each kit page lists exactly what is included and what is scoped separately, with the fee. The general rule: standard documents for a standard situation are in; anything negotiated with another party, anything involving an investor with their own counsel, a priced round, a dispute, a cross-border structure, or tax planning is out — and is handled as advisory work by the same principal. The intake tells you which side of the line you are on before you commit to anything.

I already incorporated online. Can you fix what is missing?

Usually. A company registered through an online service often has articles but no by-law, no organising resolutions, no share issuance and no minute book — a corporation in name with no record of who owns it. The firm completes the organisation, corrects the share structure where it needs correcting, and sets up the records. Whether that fits Launch or needs a corporate clean-up depends on what was done; the intake sorts it.

We are in an accelerator. Does that change anything?

Sometimes. Programs run on cohort timelines, some have a preferred legal path, and some support the cost of legal work for their founders. The firm works with program teams directly and with the founders in them. See programs and accelerators.

My co-founder is in the UAE or the United States.

Then the founders’ agreement, the IP assignment and possibly the corporate structure itself have to work in two jurisdictions, and the choice between Ontario and federal incorporation starts to matter. The firm is licensed in both Canada and the UAE and handles Canada–US structures through an alliance with a US firm. See Canada–UAE and Canada–US.

How much does it cost?

Each kit’s fee is published on its page: Launch at CAD $1,595, the Startup Kit at $4,950, Build a Team at $3,950, Equity Structuring from $4,950, ESOP Plan Setup from $4,500, and the Funding Kit from $3,950 for a SAFE or note under the private-issuer exemption, or from $7,500 where the round relies on the accredited-investor exemption and needs the certificates, verification and the report of exempt distribution filed. HST, government and securities filing fees and third-party costs are separate. Advisory work is scoped in phases with a budget agreed before each. See Fees & Engagement.

Do you stay involved after the kit?

If you want the firm to. Every kit ends with the next step named. When the questions start arriving monthly — a customer contract, a new hire, a board decision — Ongoing Counsel Support configures defined annual counsel capacity after intake. And when the company reaches revenue, the page for it is established private companies — same firm, same principal.

Start with the right document.

Tell us where you are — incorporating, splitting equity, hiring, or raising — and the intake routes you to the right kit or to a consultation. Either way you know the cost before you commit.