Fauri Law advises founders from incorporation through the first financing: the company’s formation and share structure, the agreement among the founders, the first hires, equity and options, and the first SAFE, note or priced round.
The legal work of a company’s first years, from the choice of jurisdiction to the closing of the first round.
An Ontario or federal corporation with a share structure that will not need unwinding: founder shares, by-laws, organizing resolutions and the minute book. A company incorporated online is reviewed, and what needs correcting is corrected before it raises.
View Start a CompanyThe equity split and the reasoning behind it, each founder’s role, how decisions are made, and what happens when a founder leaves. Vesting, so that equity is earned over time, and an assignment to the company of what the founders have built.
View Founders AgreementA SAFE, a convertible note or a priced round: the instrument chosen for the stage, the term sheet reviewed before it is signed, the securities exemption confirmed and the filings made, and the round run to a clean close.
View Venture FinancingShare classes and their rights, restricted shares, an option pool sized to the hiring planned, dilution modelled across rounds, and a capitalization table that reconciles and survives diligence.
View Ownership & EquityThe board, the decisions reserved to shareholders, and the records a diligence review will ask for; the shareholders’ agreement negotiated as the first investor or outside shareholder arrives.
View Governance & StructuringEmployment, contractor and advisor agreements with confidentiality and invention assignment, so that the company owns what its people build; the customer terms, NDAs and vendor agreements the business signs first.
View IP & TechnologyFor a straightforward incorporation, a first founders’ package, restricted shares and vesting, the first hires’ agreements, a first option plan and the grants under it, or a single SAFE or convertible note, the work is well defined and the firm offers it at a fixed fee through Launch, the Startup Kit, the Equity Structuring Kit, the Build a Team Kit, the ESOP Plan Setup Kit and the Funding Kit. Anything beyond the standard, such as a negotiated agreement, an investor represented by counsel or a founder from outside Canada, is advisory work, scoped after the consultation. Fees are published on each kit page.
Most founders come to the firm at incorporation, at the arrival of a co-founder or a first hire, or with a term sheet in hand.
A consultation on the company, its founders and the step at hand. Scope is confirmed after conflict review and set out in an engagement letter before any work begins.
Book a ConsultationSubmitting an intake does not create a lawyer-client relationship; work begins after conflict review, scope confirmation and written engagement terms. The firm does not give tax advice; tax and valuation questions are coordinated with the company’s accountant. A company with continuing needs is served as ongoing counsel rather than through a series of separate engagements.
It depends on where the company will operate and raise. A federal corporation carries its name across Canada and is familiar to investors, and requires one quarter of its directors to be resident in Canada; an Ontario corporation is simpler for a business that will stay in Ontario and has had no director-residency requirement since 2021. The choice is made on the founders’ plans, not by default; either can be changed later, at a cost better avoided.
Yes, and the time to sign it is while the company has no value and the founders agree. It records the equity split and the reasoning behind it, each founder’s role, how decisions are made, what happens if one founder leaves, and the assignment to the company of what each has built. Once the company has value, the same questions are worth money and are harder to settle.
Vesting means that a founder’s shares are earned over time, usually four years with a one-year cliff, so that a founder who leaves early keeps only what has vested. In a company with more than one founder it is the usual arrangement, and the first thing an investor looks for. The restricted shares, the schedule and the treatment of unvested shares are set in the founders’ agreement, including for shares already issued.
Not everyone. Whether a person is an employee or a contractor depends on the working relationship, not on the title of the agreement, and misclassification carries liability under Ontario employment law and tax law. Either way, the agreement must assign to the company what the person creates and protect its confidential information; without a written assignment, a contractor may own part of the product.
A SAFE is simpler and carries no maturity date or interest; a convertible note is a loan that converts, with interest and a maturity date the company must manage. The choice depends on the stage, on what the investors expect and on the round that follows. In either case the valuation cap and the discount price the next round, and the securities exemption relied on determines the filings.
A standard step is offered at a fixed fee, published on the kit page, once a short intake confirms that the matter fits. Everything else is advisory work: the firm confirms what is involved and agrees scope and cost before the work begins, in phases where the matter warrants it. Fees & Engagement describes both.
A summary of the company and the step at hand is sufficient to begin. Every inquiry receives a reply within one business day.