Prospectus exemption analysis for an investment raise
Deciding which exemption (accredited investor, private issuer, offering memorandum) fits your raise.
What is included
- Reviews the term sheet and explains the key investor terms
- Confirms which prospectus exemptions may apply to the raise
- Drafts subscription agreements, convertible notes, SAFEs or offering documents
- Prepares the corporate approvals and share issuances
- Files reports of exempt distribution with the securities regulator where required
What is not included
- Regulatory filing, registration and search fees and other disbursements
- Tax, accounting or valuation advice, unless the lawyer agrees to provide it
- Disputes or enforcement proceedings that arise later
- Work by NEO Legal Services: NEO is a paralegal firm and only makes the referral
Who this service is for
- Founders raising seed or venture funding
- Private companies issuing shares, notes or units to investors
- Real estate and fund sponsors raising money privately
Information to have ready
- 1The term sheet or investor offer
- 2The current share structure (cap table) and corporate records
- 3Financial statements and business plan
- 4Information about each investor, including where they live
How a referral works
- 1Tell us in a few words what the matter is about, and who else is involved, so we can check for a conflict of interest.
- 2We recommend an Ontario lawyer for your matter, and at least one other you could choose instead.
- 3The lawyer runs their own conflict check, confirms the scope and quotes the fee, normally in a written retainer agreement.
- 4You pay the lawyer's fee to the lawyer. Any referral fee comes out of it, is disclosed to you in writing, and never increases what you pay.
NEO Legal Services Professional Corporation is a licensed paralegal firm, not a law firm. Every step of a referral, and your rights
Frequently asked questions
What does the lawyer charge?
A typical Ontario fee for this service is $1,500–$5,000, plus HST. The lawyer quotes the actual fee before any work starts. You pay the lawyer directly; the referral itself costs you nothing.
What is a general security agreement?
It is an agreement giving a lender security over a business's personal property, such as equipment, inventory and receivables. It is usually registered under Ontario's Personal Property Security Act.
Do I need independent legal advice before signing a guarantee?
Lenders often require it, and it is wise in any case. The lawyer explains what you are promising and the risks before you sign.
Can a private company raise money from investors without a prospectus?
Often, yes, by relying on a prospectus exemption, but each exemption has conditions and some require a filing with the securities regulator. The lawyer confirms which ones may apply.
General information only, not legal advice. NEO Legal Services Professional Corporation is a licensed paralegal firm regulated by the Law Society of Ontario.
Important limitations
- No financing, approval or regulatory outcome can be guaranteed
- Investment and tax decisions remain yours, with advice from your own financial advisers
- The work is limited to the scope the lawyer confirms in writing
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