Location: Toronto, ON (Hybrid, 3 Days in Office)Type: Full-TimeTeam: Legal, Finance & HRAbout Us:Rails is a crypto-as-a-service (CaaS) infrastructure provider for institutional derivatives markets. We enable exchanges and platforms to launch compliant, high-performance crypto derivatives products without the cost or risk of building the infrastructure internally. Rails delivers execution, regulatory foundations, custody, and liquidity as a unified system built for institutional scale. Rails also operates its own independent exchange platform, as well as an education-focused trading and evaluation platform designed to help traders build skill and discipline before deploying capital, known as Rails Play. We're a CIMA-registered Virtual Asset Service Provider backed by leading investors including Slow Ventures, CMCC Global, and Quantstamp.Position Overview:We are seeking a licensed attorney to join our team as Associate General Counsel. Based in Toronto, this role centers on licensing administration, general corporate matters, and compliance. The ideal candidate brings strong experience in contracting, cap table management, shareholder documentation, and AML/KYC compliance. Experience with IP, M&A, and FTC/NFA regulations is an asset. Key Responsibilities:LicensingServe as the organization's primary licensing attorney, focusing on various VASP and/or commodities licenses across multiple jurisdictionsAct as the internal point of contact for all licensing-related inquiries, providing guidance and directing stakeholders to relevant resourcesMonitor licensing obligations, renewal timelines, and regulatory requirements to ensure ongoing complianceLiaise with external regulators and licensing bodies as requiredGeneral Corporate & Contracts Draft, review, and negotiate a broad range of commercial contracts, with a focus on identifying and mitigating employment and commercial legal riskProvide general corporate legal support across the organization and its subsidiariesManage cap table administration and draft and review shareholder-level documents,



including shareholder agreements and board resolutionsAdvise on day-to-day general corporate matters, governance questions, and subsidiary managementAML & KYC Compliance Support and advise on Anti-Money Laundering (AML) and Know Your Client (KYC) compliance programs and policiesIdentify and communicate regulatory risk related to AML/KYC obligations across business unitsAssist in the development and maintenance of internal compliance frameworks and proceduresRegulatory & Cross-Border MattersApply working knowledge of FTC and NFA regulations where applicable to advise on relevant compliance mattersNavigate cross-border legal issues between Canadian and U.S. jurisdictions as neededStay current on applicable regulatory developments and proactively communicate relevant changes to internal stakeholdersWhat You Bring:Licensed attorney in good standing with the Law Society of Ontario (LSO) or eligible for membership7–10 years of progressive legal experience in a corporate or in-house environmentDemonstrated expertise in licensing — including day-to-day administration, maintaining licensing records, responding to internal inquiries, and directing stakeholders to relevant documentationStrong general corporate law background, including subsidiaries, corporate governance, and related corporate mattersExperience drafting, negotiating, and reviewing contracts, with the ability to identify and clearly communicate commercial and employment-related legal riskExperience with cap table management and shareholder-level documentationSolid working knowledge of AML (Anti-Money Laundering) and KYC (Know Your Client) compliance requirements and frameworksExperience with IP, M&A, FTC/NFA regulations, and cross-border Canadian/U.S.



legal matters is an asset.Highly organized with the ability to manage multiple legal workstreams simultaneouslyClear and confident communicator who can translate complex legal matters for non-legal stakeholdersSelf-directed and proactive — comfortable operating independently with minimal oversightCollaborative team player who can serve as a reliable internal legal resource across departmentsExperience in fintech, crypto, or high-growth startup environments is a plus.Why Join Rails:Compensation - Competitive salary, token incentives, and equity.Health & Wellness - Full benefits including medical, dental, vision, life, and LTD insurance.Flexibility - Generous leave policies and flexible work arrangements.Culture - Weekly team lunches and a collaborative, focused environment.Impact - Shape our finance infrastructure and scale it as we grow.Growth - Build your career in one of crypto's most innovative companies.Compensation Transparency:Rails is committed to equitable compensation aligned with your skills and experience. We determine salary using verified Canadian market data, internal equity, and role-specific requirements. Expected compensation for this position ranges from $135,000 - $185,000 CAD.Equal Opportunity Employer:Rails is an equal opportunity employer. We evaluate all applicants based on qualifications without regard to race, color, religion, gender, gender identity, national origin, age, disability, veteran status, sexual orientation, or any other legally protected status. Employment Verification:Employment eligibility verification required. Stay Protected from Recruitment Scams: As part of the recruiting process, Rails only communicates with candidates through official email (@rails.Xyz), our applicant tracking system, LinkedIn, or phone. We never use Telegram, WhatsApp, Signal, or text messaging. We will never ask for sensitive personal information like bank account or social security numbers during the recruitment process. If you receive suspicious communications claiming to be from Rails, please disregard, and report it to the appropriate platforms. Status: This posting is for an existing vacancy.

📌 Associate General Counsel - C$135,000 - C$185,000 A Year (Toronto)
🏢 Rails
📍 Toronto