Job Overview

We are seeking an Ontario-licensed corporate/commercial lawyer experienced in private-company financing, corporate governance and securities compliance.

We need qualified legal review of existing corporate records and financing documents in preparation for an equity financing.

Our team will prepare all initial documents and drafts. We are not looking for a lawyer to draft the entire document package from scratch. We require counsel to review our work, identify legal issues or missing provisions, recommend necessary revisions, and confirm that the finalized documents and proposed financing process comply with applicable Ontario law.

Scope of Work

1. Corporate Records and Share Structure

- Review our Articles of Incorporation and existing share issuance records.
- Confirm the issued share count and rights attached to each share class.
- Review the corporate minute book and securities register, identifying any missing or incomplete records.
- Review our proposed share subdivision and advise on any required Articles of Amendment.
- Review our proposed shareholder and director resolutions and identify any necessary corrections.

2. Financing Document Review

Our team will prepare the initial drafts of the following documents:

- Investment Terms / Term Sheet.
- Share Subscription Agreement (SA).
- Shareholders' Agreement (SHA).
- Joinder Agreement.
- Employee Stock Option Plan and related documents, if required.

The lawyer's role will be to review these drafts, identify deficiencies, recommend necessary amendments and confirm their consistency with the proposed financing structure and applicable law.

We do not require the lawyer to prepare replacement documents from scratch unless a particular document is legally inadequate or cannot reasonably be corrected through revisions.

3. Securities Law and Compliance

- Review our proposed fundraising process and identify applicable prospectus and dealer-registration exemptions.
- Confirm investor eligibility requirements and required investor documentation.




- Identify applicable securities notifications, reporting forms and filing deadlines.
- Review our proposed compliance procedures and closing checklist.
- Identify any documents or filings missing from our preparation.

4. Corporate Governance and Intellectual Property

- Review existing corporate records and identify missing organizational documents or approvals.
- Review our existing intellectual property ownership arrangements and identify any documentation gaps.
- Recommend corrective actions where necessary.

5. Regulatory Considerations
Provide an initial assessment of relevant regulatory requirements and identify any issues requiring specialist legal advice.

Required Experience

- Licensed to practise law in Ontario.
- Experience with private-company equity financing and early-stage investment transactions.
- Knowledge of the Ontario Business Corporations Act and corporate share structures.
- Experience with securities-law exemptions, including National Instrument 45-106 and applicable Ontario requirements.
- Familiarity with subscription agreements, shareholders' agreements, joinder agreements, option plans and corporate minute-book reconstruction.
- Experience coordinating with counsel in other jurisdictions is an asset.

Budget and Engagement

We are seeking a fixed-fee or capped-fee arrangement, with separate estimates for:

- Corporate records and share-structure review.
- Review and revision of our financing documents.
- Securities-law compliance review and closing support.
- Any additional corporate or regulatory work.

Our priority is a review-and-revision engagement rather than full-service document drafting.



We will prepare the initial documents, organize the corporate records available to us, and present our proposed financing terms for review.

Please distinguish between the cost of reviewing and correcting our existing work and any additional fees that would apply if a document must be prepared from scratch or a government filing must be completed by your firm.

When Responding

Please provide:

- A brief overview of your relevant experience.
- Examples of similar financing transactions you have supported.
- Your estimated fees and proposed scope.
- Your availability to begin.
- Any information required to provide an initial estimate.

We are looking for practical, cost-conscious legal support to help ensure our corporate records, financing documents and proposed transaction are properly structured and compliant with applicable law.

Pay: $18.15-$79.47 per hour

Application question(s):

- Have you handled Ontario startup equity financings, including share-structure amendments, angel investments, venture capital rounds and securities-law compliance?
- Our team intends to prepare the initial drafts of our financing documents. Can your firm review, correct and finalize our existing corporate records, Term Sheet, Subscription Agreement, Shareholders' Agreement and Joinder Agreement without drafting everything from scratch?
- Can you provide a fixed-fee or capped-fee quote, separating corporate records and share-structure work, financing document review, securities compliance and government filing fees?
- Can you confirm our existing share structure, advise on our proposed 10,000-for-1 share subdivision, and identify the appropriate investor share class, securities-law exemptions and required filings before we launch our raise?
- When could you begin, and can your firm advise on U.S. investor requirements and fintech regulatory considerations, or coordinate with specialist counsel where necessary?

Work Location: Remote

📌 Corporate Lawyer - Equity Financing Document Review (Canada)
🏢 Reken
📍 Canada