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01 / 03 Structure

Solid foundations for bold ideas

Starting a business is a series of decisions you make once and live with for years. We help founders and early-stage companies get those decisions right the first time, on legal and corporate structure that holds under pressure. You drive the growth. We make sure the foundation never becomes the thing that limits it.

  • Entity Formation
  • Shareholder Agreements
  • IP & Contracts
What we handle Book a Consultation

Get the foundation right and it disappears into the background. Get it wrong and it surfaces in a financing, a dispute, or a sale, at the worst possible moment.

01 Entity Formation Start on a structure you won't have to unwind later.

The entity you choose shapes your liability, your tax position, and your room to maneuver for years, and the wrong choice is expensive to reverse once investors and revenue arrive. We work through the trade-offs with you and your tax advisors, then set the structure up to support where the business is going, not just where it starts.

  • Entity selection: corporation, partnership, joint venture, or ULC
  • Federal vs. provincial incorporation and extra-provincial registration
  • Share structure and class design (common, preferred, voting / non-voting)
  • Founder share issuance, vesting, and reverse-vesting
  • Tax-driven structuring coordinated with your accountants
More on incorporation
02 Shareholder Agreements Agree on the hard scenarios while everyone still gets along.

The best time to decide what happens in a dispute, a departure, or a sale is before any of them are on the table. We draft shareholder agreements that set expectations early, define how decisions get made and value gets shared, and keep both the relationships and the company intact when pressure finally arrives.

  • Voting thresholds, reserved matters, and board composition
  • Share transfer controls: rights of first refusal, drag-along, tag-along
  • Good-leaver / bad-leaver terms and buyout mechanics
  • Valuation methods and deadlock resolution
  • Pre-emptive rights and anti-dilution protection
More on shareholder agreements
03 Risk & Liability Planning Make sure one misstep can't undo years of work.

Every company takes risk; few structure for it before it lands. We map where you’re actually exposed, build the liability shields and protections that contain it, and separate the assets worth protecting from the operations that carry the risk.

  • Liability segregation and holding-company structures
  • Personal-asset protection for founders and directors
  • Directors’ and officers’ liability and indemnification
  • Insurance gap review with your broker
  • Contractual risk allocation and limitation-of-liability terms
04 Employment Agreements Turn your largest asset into your most protected one.

Your team is your biggest asset and, left undocumented, your biggest liability. We write clear, enforceable agreements for employees and contractors that define roles and protections, lock down your IP, and keep disputes rare and small, so the people who build the company can’t walk off with it.

  • Employment contracts, offer letters, and contractor agreements
  • IP assignment and invention-ownership clauses
  • Confidentiality, non-solicitation, and enforceable restrictive covenants
  • Termination terms calibrated to provincial standards
  • Equity and incentive participation terms

Why it matters

Structure decides everything that follows

Three reasons the foundation stage decides more than any stage that comes after it, and why we treat it as the most important work we do.

  1. True before the first deal

    Who owns the company, how it’s governed, what it owns, and where it’s exposed, all decided at formation, long before a term sheet or a buyer is in the room.

  2. The cost compounds

    A founder split on a handshake, a contract signed in a hurry, an IP assignment nobody recorded. Cheap on day one, the whole conversation in a financing or a sale.

  3. Built for where you’re going

    We don’t structure for the business you are today. We structure for the raise, the expansion, and the exit, so the foundation grows with the company.

The Obsidian standard

The ground beneath you shouldn’t move.

Everything we build at the structure stage serves one principle: when growth, capital, or a buyer puts the company under pressure, the foundation holds. You feel it as the freedom to move fast, because the ground never does.

How we work

Protecting what matters

Protect what you build

A foundation isn’t just what you build, it’s what you protect. We lock down the contracts, IP, and obligations that keep your value where it belongs, with you, as the stakes rise.

Commercial Contracts

Protect the downside and capture the upside in every deal you sign.

Contracts are where revenue is won, or quietly lost. From supply agreements to SaaS terms, we draft and negotiate the deals behind your income so they protect against the downside and actually capture the upside, and so growth doesn’t arrive carrying costs you never priced in.

  • Master service, supply, and distribution agreements
  • SaaS, licensing, and subscription terms
  • Liability caps, indemnities, and warranty terms
  • Termination, renewal, and change-of-control provisions
More on commercial contracts

Intellectual Property

Make sure the value you create stays yours.

Your brand, your code, and your ideas are often worth more than anything on your balance sheet, and the most common place that value leaks is ownership nobody documented. We help you secure, license, and defend the IP that makes the company valuable, so it’s provably yours when an investor or buyer asks.

  • Trademark strategy and registration
  • IP ownership audits and chain-of-title cleanup
  • Assignment agreements for employees, contractors, and founders
  • Licensing and commercialization structures

Compliance & Regulation

Stay onside without drowning in process.

Securities law and industry regulation slow down the unprepared and quietly accumulate liability for everyone else. We build compliance into how you operate from the start, so you stay onside, avoid the penalties that surface in diligence, and keep innovating instead of reacting.

  • Securities law compliance and private-placement exemptions
  • Privacy and data-handling compliance (PIPEDA and provincial)
  • Industry-specific licensing and regulatory registration
  • Corporate records, minute books, and annual filings

Dispute Resolution

Prevent the fight first; win it if it comes.

Disputes cost time, money, and focus you can’t spare, and most are decided by the documents drafted long before the conflict. We build agreements that prevent disputes where we can, and when one arrives, we guide you through negotiation, mediation, or litigation with your position protected and your leverage intact.

  • Dispute-prevention drafting and clear escalation clauses
  • Demand letters and pre-litigation negotiation
  • Mediation and arbitration representation
  • Commercial litigation management

From our insights

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Start your structure session

Tell us where the business is and what you need. In one focused session we’ll pressure-test your structure, flag the gaps most founders miss, and map the legal moves that set you up for growth. One conversation, no obligation.

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One partner, every stage

Structure is where it starts. We work the full arc of a company, from foundation to exit.

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