Corporate Law

Corporate Law/ Business Law

You have spoken with and accountant and you have decided that you need to incorporate a company. What’s next? You need someone who understands the Business Corporations Act and someone who can guide you through the process. You need a Corporate Lawyer.

Incorporating a company is more complex than most people think. You should retain a lawyer with a background in corporate law in order to achieve satisfactory results. Many people inquire whether you can incorporate a company on your own. The answer is yes, however, if you are not versed in the Business Corporations Act, very important details could be missed.

What a lawyer does for you:

Your lawyer should meet with you to discuss what your intentions are in regard to incorporating. If you have met with an accountant, your accountant will likely have specific instructions in regard to the restrictions of the business, the different classes of shares, the rights, privileges, restrictions and conditions attaching to the different classes of shares and any other special provisions that they feel are important to have in your corporate documents.

Incorporating Process:

Your lawyer will prepare Articles of Incorporation for your review;

Your lawyer may need to attend to what is known as a “NUANS search” to ensure that you will be able to use your chosen corporate name;

You will meet with your lawyer to sign the Articles of Incorporation and your lawyer will submit the documents to the Ministry to obtain a corporate number;

Once you are incorporated, your lawyer will order a minute book package, which includes your corporate seal, by-laws, ledgers and registers. Your lawyer will prepare your minute book, including the initial resolutions, by-laws, ledgers, registers and Form 1 - Initial Return for your execution. It is very important to keep an up-to-date minute book;

Should you decide that you wish to incorporate a Canada Corporation, you will be required to file Annual Returns with Industry Canada within sixty (60) days following the corporate anniversary date;

Your lawyer will also assist in the ongoing matters of your corporation including:
Changes in corporate structure;
Shareholder Agreements
Corporate Financing

Purchase or Sale of Shares and Assets;
Annual director and shareholder resolutions;
Documenting corporate activity;
Credit proofing strategies;
Contracts and Leasing

Meeting with a lawyer to discuss what your intentions are and what your expectations are will make the incorporation and maintenance process go much smoother