Corporate & Commercial

In Canada, a company may issue shares to raise funds, bring in new investors, reward employees, or restructure its capitalization. The issuance of shares involves legal, financial, and strategic considerations that must align with both the company’s Articles of Incorporation and the requirements under the Canada Business Corporations Act (CBCA) or Ontario Business Corporations Act (OBCA).

There are two common forms:

• Issuance of common shares
• Issuance of share capital in special classes (preferred shares, voting vs non-voting, etc.)

Affinity Law’s team of Capital Markets Lawyers works closely with your board and legal team to structure and document any new share issuance. We offer services tailored to private companies and those preparing for public listings, advising on share classes, investor rights, and capital raising strategies.

Authorized capital is the maximum number of shares a corporation is legally permitted to issue, as outlined in its articles. Issued capital refers to the portion of those shares that have been distributed to shareholders.

A company does not need to issue all authorized shares upfront. It may reserve shares for future capital raising, stock option pools, convertible instruments, or internal restructuring. Our Fund Formation Lawyers guide clients through share structuring to maximize flexibility for future equity rounds.

Increasing authorized capital requires:

• Board approval
• Shareholder resolution
• Filing amended articles
• Compliance with regulatory filings and fees

As a full-service Private Equity Lawyer, we ensure your corporate structure anticipates future fundraising rounds and protects against share dilution.

Shareholders often have pre-emptive rights, giving them the first option to purchase newly issued shares to avoid dilution. If these rights are waived or expire, remaining shares can be sold to third parties.

Our Capital Markets Lawyers draft and review waivers, notices, and rights agreements to ensure clean execution.

We help mitigate dilution risks through:

• Clear communication with investors
• Transparency in share valuation and rights
• Tailored share issuance agreements

We protect minority shareholder interests and ensure compliance with corporate governance best practices.

Private placements allow companies to raise capital from a select group of investors without filing a prospectus. This method is frequently used in:

• Seed or Series A funding
• Private equity and venture capital
• M&A transactions

Under National Instrument 45-106, companies may use prospectus exemptions to sell securities to:

• Accredited investors
• Friends and family
• Employees

As a leading Fund Formation Lawyer and Private Equity Lawyer in Toronto, we structure compliant private placements and prepare offering documents, subscription agreements, and exemption filings.

Our services include:

• Preparing offering memorandum
• Advising on compliance with OSC requirements
• Coordinating filings with SEDAR+

As businesses expand, they often require additional equity financing. Affinity Law supports:

• New share issuance to attract investment
• Increasing authorized capital through shareholder resolutions
• Negotiation of investor rights, governance, and anti-dilution terms

We prepare legal documents to effect increases in authorized capital, ensuring your company can meet future funding goals while maintaining shareholder protections. Our Capital Markets Lawyers work with boards to properly authorize and document each stage of your equity growth strategy.

We prepare and review all legal documents required for share issuance and equity raises:

• Share Issuance Agreement
• Subscription Agreement
• Board Resolutions
• Investor Rights Agreements
• Amendments to Articles and Bylaws
• Notices of issuance
• OSC and CRA disclosures

Our Capital Markets Lawyers protect your business from future disputes and regulatory scrutiny. We ensure that documentation meets the standards for due diligence, tax compliance, and securities law.

Private equity firms often require customized share structures when investing in businesses. Affinity Law advises on:

• Preferred share classes with liquidation preferences
• Conversion rights and exit terms
• Equity grants to founders and employees

Our Private Equity Lawyers negotiate on behalf of both funds and portfolio companies to structure deals that balance investor protection with company flexibility. Whether acting as a private equity fund lawyer or corporate counsel, we ensure alignment between term sheets, share classes, and governance provisions.

If your business is preparing for an IPO or follow-on equity offering, Affinity Law can:

• Draft and file preliminary and final prospectuses
• Coordinate with underwriters and regulators
• Structure dual-class or restricted voting shares
• Navigate the Toronto Stock Exchange (TSX) or Canadian Securities Exchange (CSE)

Our Capital Markets Lawyers provide end-to-end support for companies accessing public capital markets. From OSC compliance to disclosure controls, we handle all aspects of the offering.

Startups and scale-ups need to carefully manage authorized shares to accommodate future capital raising, employee stock option plans, and investor preferences.

We advise startup founders on:

• Setting an appropriate number of authorized shares
• Reserving equity for employees and future rounds
• Issuing founder shares and SAFEs or convertible notes

Our Fund Formation Lawyers help early-stage companies maintain cap table clarity while remaining attractive to investors.

At Affinity Law, we combine deep legal knowledge with strategic business insight to guide our clients through complex equity transactions. Our team of experienced Capital Markets Lawyers, Private Equity Lawyers, and Fund Formation Lawyers is dedicated to helping businesses navigate the legal and regulatory requirements associated with share issuances, capital raising, and investor relations in Canada.

1. Deep Experience in Capital Raising & Securities Compliance

We have a proven track record of assisting startups, growth-stage companies, and established corporations with various forms of equity financing. 

From new share issuance to complex share issuance agreements, our firm ensures every stage of your transaction is legally sound and fully compliant with the Ontario Securities Commission (OSC) and national instruments like NI 45-106 and NI 51-102.

Our legal team regularly advises clients on:

• The issuance of common shares and the issuance of share capital under Ontario corporate law
• Structuring investments to avoid pitfalls in capital raising efforts
• Navigating legal risks in private placements and prospectus exemptions

We understand how to strategically use exemptions and securities rules to your advantage, especially in time-sensitive or investor-driven situations.

2. Full-Service Corporate Finance Solutions

Affinity Law is more than just a legal advisor—we are your long-term partner in corporate finance. We offer a full suite of services that include:

• Drafting and reviewing share issuance agreements, subscription agreements, and board resolutions
• Advising on increasing authorized capital and restructuring share classes
• Regulatory compliance for private equity investments and fund formation

Whether your goal is to raise capital through equity offerings or prepare for a liquidity event, our integrated legal services cover the full spectrum of corporate needs.

3. A Team of Specialized Capital Markets, Private Equity, and Fund Formation Lawyers

Each member of our legal team brings specialized expertise:

• Our Capital Markets Lawyers focus on public offerings, IPO readiness, and securities disclosure obligations.
• Our Private Equity Lawyers represent both investors and portfolio companies in structuring equity deals, including preferred share rights, liquidation preferences, and governance terms.
• Our Fund Formation Lawyers advise on creating and launching private equity funds, venture capital structures, and exempt market dealer compliance.

Together, we offer unmatched depth across every key area of corporate finance law, delivering tailored, high-quality legal advice that empowers our clients to grow confidently and compliantly.

4. Strategic Guidance for Every Stage of Growth

Whether you’re launching a new fund, scaling operations with growth capital, onboarding new investors, or navigating a complex recapitalization, Affinity Law is your trusted legal partner. We bring:

• Strategic foresight

• Legal precision

• A deep understanding of market realities

Our firm ensures your capital raising efforts are structured for long-term success, whether you’re a high-growth startup, a family-run enterprise, or an institutional fund manager.

If you need help with share issuance, capital raising, or investor agreements, contact Affinity Law. Our experienced Capital Markets Lawyers are ready to help.