Corporate & Commercial Law

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Incorporation

A corporation is an independent legal entity that exists separate and apart from its owners (shareholders). Basically, the corporation acts as a ‘person.’ As a ‘person,’ a corporation can: buy, sell and own assets, including land, make contracts, sue, and be sued.  You do not need to be a large business to register as a corporation. A small business with only one owner can register as a corporation.

Business Name Registration

You must register a business name in a number of situations, including if you operate a business under a name that is different than your own full name if you operate as an individual, if your business is a corporation operating under a name other than its corporate name, or if your business is a partnership carrying on business under a firm name other than the full names of all the partners. You may contact us today to determine if you need to register a business name.

Shareholder Agreement

A Shareholders' Agreement is an agreement between all or some of the shareholders of a Corporation. This contract establishes the rights of shareholders and the duties and powers of the Board of Directors and management. A shareholder agreement establishes how the corporation will be managed, how disputes will be resolved, what will happen on the death of a shareholder, and to prevent shareholders from competing with the company.

Partnership Agreement

Your Partnership Agreement is an agreement between you and your partner(s) that sets out the duties and obligations of the partners to each other and to the partnership. A partnership agreement can protect owners in the event of the death of one partner, a dispute, a sale to a new partner or the dissolution of the business, among other benefits.

Minute Book

A Minute Book is a detailed record of a corporation’s major activities and transactions, as well as management and director’s decisions during the year. A minute book is required by law. Individuals are bound to maintain a minute book under the Ontario Business Corporations Act (OBCA), and the Canada Corporations Business Act (CBCA).  Lenders, potential purchasers of your business, and CRA auditors will check to see that you have an up to date minute book.

Bill of Sale

A bill of sale is a document that details in writing a sale of goods or transfer of property from one party to another. The document is commonly used to record the sale of aircraft, autos, motorcycles, and watercraft; however, it also can be used to record the sale of personal property, such as animals or furniture.

Promissory Note

A promissory note contains a written promise by one party (the borrower) to pay another party (the lender) a definite sum of money, either on demand or at a specified future date. It outlines the amount of the loan, interest rate and schedule for repayment, all of which are legally binding.