STRATEGIC LEGAL ADVICE
FOR BUSINESS


Whether you’re a Tech Founder

PRACTICE AREAS

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Shareholder Governance, Advisory & Disputes

Mergers & Acquisitions

Reorganizations & Estate Planning

General Corporate & Commercial

Charities & Not for Profits

FOR FOUNDERS

Incorporation

For a straightforward incorporation, the work is well defined, and we offer it at a fixed fee through our Founders Package.

Benefits of Incorporation

Incorporating your business can offer meaningful advantages, including limited personal liability, potential tax planning opportunities, enhanced credibility with clients and lenders, and a corporate structure that makes it easier to bring on partners, raise capital, or plan for succession.

Working with a lawyer ensures your corporation is structured correctly from the start, including decisions about share structure, shareholder agreements, director responsibilities, and compliance under the Business Corporations Act (Ontario) or the Canada Business Corporations Act. This can help you avoid costly disputes and set your business up on a solid foundation for growth.

Common questions

Federal or Ontario incorporation?
It depends on where you will operate and raise. Federal incorporation under the CBCA gives name protection across Canada and is familiar to investors; Ontario incorporation under the OBCA can be simpler for an Ontario only business. We choose with you, based on your plans — not a default.
Do we need a founders’ agreement if there’s more than one of us?
The time to settle vesting, roles, and what happens if a founder leaves is at the start, before the company has value and circumstances change. It is far easier to agree these terms now than to negotiate them later.
We already incorporated online, can you check it?
We review the share structure, the minute book, and the IP position, and tell you plainly whether it holds up or needs work before you raise.
Can a non resident founder own a Canadian company?
Generally yes, but the structure has cross border implications worth getting right at the outset. We handle that as advisory work.
How long does it take?
A straightforward incorporation is quick. The structuring conversation is the part worth not rushing — and the part that saves the most later.
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Founders / Shareholder Agreement

A well drafted shareholders’ agreement gives founders clarity from the outset. It sets out how the company will be run, how important decisions will be made, what happens when founders disagree, and what happens if someone wants or needs to leave.

Benefits of a Founders / Shareholder Agreement

A founders’ or shareholders’ agreement is one of the most important documents a business can have. Having a lawyer prepare it ensures your agreement addresses the questions that matter most before they become disputes: who owns what, how decisions are made, what happens if a founder leaves, becomes unable to work, or wants to sell, and how deadlock between owners will be resolved. Legal guidance helps you build in protections such as vesting schedules, buy sell provisions, rights of first refusal, drag along and tag along rights, and confidentiality and non competition terms, all tailored to Ontario law and to your business’s goals.

A well drafted agreement gives investors and lenders confidence, protects minority and majority owners alike, and can save significant time, expense, and relationship strain.

Common Questions

Do we really need a shareholders’ agreement if we trust each other?
Yes. The purpose is not to assume things will go wrong, it is to make sure everyone understands the rules while things are going well. It gives clarity around ownership, decision making, exits and future changes.
What happens if one founder wants to leave?
The agreement can set out what happens to that founder’s shares, whether the company or other shareholders can buy them, and how the price will be determined.
What if the founders disagree on an important decision?
A shareholders’ agreement can identify which decisions need enhanced approval and include a process for resolving deadlock before it disrupts the business.
What happens when we bring in investors?
The agreement can be drafted with future fundraising in mind, so the company is better prepared for new share issuances, investor rights and changes to governance as it grows.
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Structuring and Corporate Governance

As the company grows, takes on investors, hires key people and makes bigger decisions, its ownership and governance structure need to be robust and set up for the projected vision from the outset.

Benefits of Structuring and Corporate Governance Assistance

How your business is structured and governed shapes everything from your tax position to your ability to raise capital, bring in partners, or eventually sell. Legal guidance helps you choose the right structure for your goals, whether that means a single operating company, a holding company arrangement, or a family or investor friendly share structure, and ensures it is set up in compliance with Ontario’s Business Corporations Act or federal requirements. Strong governance goes hand in hand with good structure: a lawyer can help you define the roles and duties of directors and officers, prepare bylaws and resolutions, maintain a complete and current minute book, and establish clear decision making processes so that your corporation operates smoothly and defensibly.

Sound governance also reduces personal liability risk for directors, supports due diligence when investors or buyers come calling, and keeps you on track with ongoing obligations such as annual filings and updates to the register of individuals with significant control.

Common Questions

Do we need formal corporate governance if we are only a small startup?
Yes. The governance does not need to be complicated, but important decisions should still be properly authorized and recorded. Establishing good habits early is much easier than trying to reconstruct the company's corporate history later.
What decisions need board or shareholder approval?
It depends on the company's governing documents and the decision being made. Share issuances, changes to directors, significant transactions and certain financing decisions are common examples. We help founders understand when formal approval is required.
When should we change our corporate structure?
Usually when something significant changes, such as bringing in an investor, introducing an employee equity plan, adding a new founder, reorganizing ownership or preparing for a transaction.
Why does the minute book matter?
Your minute book is the formal record of the company's ownership and major corporate decisions. Investors, lenders and potential buyers will often review it as part of due diligence, so keeping it accurate from the beginning matters.
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Capital Raising

Bringing in outside investment is a major step for any founder. The right financing can help accelerate growth, hire key people and open new opportunities. But the terms agreed at an early stage can also affect ownership, control, dilution and future fundraising.

Benefits of Raising Capital

Raising capital is one of the most consequential steps a growing business can take, and the legal decisions made along the way can shape your ownership, control, and future options for years. Whether you are seeking funds from angel investors, venture capital firms, friends and family, or through a private placement, securities law in Ontario and Canada imposes strict requirements on how and to whom you can offer shares or other securities. A lawyer can help you identify the appropriate prospectus exemption, prepare compliant offering documents, and complete required filings with the Ontario Securities Commission so that your raise does not create regulatory risk. Legal guidance is equally important on the deal itself: structuring the financing through shares, convertible notes, or SAFEs, negotiating term sheets, understanding valuation and dilution, and reviewing investor rights such as board seats, liquidation preferences, and anti dilution protections.

Common Questions

Is a SAFE right for our company?
It can be an efficient way to raise early stage capital, but it is not automatically the right structure for every company. We help you understand how the SAFE works, what it may convert into and how it could affect founder ownership later.
How much of the company are we giving away?
That depends on the amount being raised, the company's capitalization and the financing terms. We help model the potential dilution so you can understand the economic effect before accepting the investment.
When should we involve a lawyer?
Ideally before agreeing the commercial terms. Once a term sheet or investor proposal is agreed, there can be much less room to change the parts of the deal that matter most.
What happens after the financing closes?
We help make sure the investment is properly approved, documented and reflected in the company's cap table and corporate records, leaving the business ready for its next stage of growth.
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ABOUT THE FIRM

ABOUT STARLING LAW

Sophisticated Counsel
Constructive Approach

From company formation and venture financing to governance, commercial matters, and strategic transactions, Starling Law provides experienced corporate counsel across the business lifecycle

ABOUT US

OUR TEAM

Ahmed Aman

Ahmed Aman, Principal Lawyer

Ahmed advises shareholders, founders and boards on governance, disputes, transactions, capital raising and the reorganizations that help businesses and families move forward. With experience across heavy industry and high growth technology, he brings a practical commercial perspective to complex matters.

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Chido Moyo

Chido Moyo, Corporate Clerk

Chido brings an international legal background and a commercially minded approach to corporate matters, including incorporations, governance, transactions and financings. His experience across the UK and Kenya informs his practical, internationally focused perspective.

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CLIENT CENTERED

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STRATEGIC AND PRACTICAL

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RESPONSIVE

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INTERNATIONAL REACH

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