Associate General Counsel

Location : Toronto, ON (Hybrid, 3 Days in Office)

Type : Full-Time

Team : Legal, Finance & HR

About Us Rails is a crypto-as-a-service (CaaS) infrastructure provider for institutional derivatives markets. We enable exchanges and platforms to launch compliant, high-performance crypto derivatives products without the cost or risk of building the infrastructure internally. Rails delivers execution, regulatory foundations, custody, and liquidity as a unified system built for institutional scale. Rails also operates its own independent exchange platform, as well as an education-focused trading and evaluation platform designed to help traders build skill and discipline before deploying capital, known as Rails Play.

We're a CIMA-registered Virtual Asset Service Provider backed by leading investors including Slow Ventures, CMCC Global, and Quantstamp.

Position Overview We are seeking a licensed attorney to join our team as Associate General Counsel. Based in Toronto, this role centers on licensing administration, general corporate matters, and compliance. The ideal candidate brings strong experience in contracting, cap table management, shareholder documentation, and AML/KYC compliance. Experience with IP, M&A, and FTC/NFA regulations is an asset.

Key Responsibilities Licensing

Serve as the organization's primary licensing attorney, focusing on various VASP and/or commodities licenses across multiple jurisdictions

Act as the internal point of contact for all licensing-related inquiries, providing guidance and directing stakeholders to relevant resources

Monitor licensing obligations, renewal timelines, and regulatory requirements to ensure ongoing compliance

Liaise with external regulators and licensing bodies as required

General Corporate & Contracts

Draft, review, and negotiate a broad range of commercial contracts, with a focus on identifying and mitigating employment and commercial legal risk

Provide general corporate legal support across the organization and its subsidiaries

Manage cap table administration and draft and review shareholder-level documents, including shareholder agreements and board resolutions

Advise on day-to-day general corporate matters, governance questions, and subsidiary management

AML & KYC Compliance

Support and advise on Anti-Money Laundering (AML) and Know Your Client (KYC) compliance programs and policies

Identify and communicate regulatory risk related to AML/KYC obligations across business units

Assist in the development and maintenance of internal compliance frameworks and procedures

Regulatory & Cross-Border Matters

Apply working knowledge of FTC and NFA regulations where applicable to advise on relevant compliance matters

Navigate cross-border legal issues between Canadian and U.S. jurisdictions as needed

Stay current on applicable regulatory developments and proactively communicate relevant changes to internal stakeholders

What You Bring

Licensed attorney in good standing with the Law Society of Ontario (LSO) or eligible for membership

5–8 years of progressive legal experience in a corporate or in-house environment

Demonstrated expertise in licensing — including day-to-day administration, maintaining licensing records, responding to internal inquiries, and directing stakeholders to relevant documentation

Strong general corporate law background, including subsidiaries, corporate governance, and related corporate matters

Experience drafting, negotiating, and reviewing contracts, with the ability to identify and clearly communicate commercial and employment-related legal risk

Experience with cap table management and shareholder-level documentation

Solid working knowledge of AML (Anti-Money Laundering) and KYC (Know Your Client) compliance requirements and frameworks

Experience with IP, M&A, FTC/NFA regulations, and cross-border Canadian/U.S. legal matters is an asset.

Highly organized with the ability to manage multiple legal workstreams simultaneously

Clear and confident communicator who can translate complex legal matters for non-legal stakeholders

Self-directed and proactive — comfortable operating independently with minimal oversight

Collaborative team player who can serve as a reliable internal legal resource across departments

Experience in fintech, crypto, or high-growth startup environments is a plus.

Why Join Rails

Compensation

- Competitive salary, token incentives, and equity.

Health & Wellness

- Full benefits including medical, dental, vision, life, and LTD insurance.

Flexibility

- Generous leave policies and flexible work arrangements.

Culture

- Weekly team lunches and a collaborative, focused environment.

Impact

- Shape our finance infrastructure and scale it as we grow.

Growth

- Build your career in one of crypto's most innovative companies.

Compensation Transparency Rails is committed to equitable compensation aligned with your skills and experience. We determine salary using verified Canadian market data, internal equity, and role-specific requirements. Expected compensation for this position ranges from

$135,000 - $185,000 CAD .

Equal Opportunity Employer Rails is an equal opportunity employer. We evaluate all applicants based on qualifications without regard to race, color, religion, gender, gender identity, national origin, age, disability, veteran status, sexual orientation, or any other legally protected status.

Employment eligibility verification required.

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