Starting, growing, or restructuring a business involves legal decisions that shape your liability, your tax position, and your relationships with partners and investors.
We act for entrepreneurs, small and medium-sized businesses, and established companies throughout Ontario, and explain the legal framework around each decision so you can weigh it properly.
Incorporation and Corporate Maintenance
We handle federal incorporations and Ontario incorporations including the articles of incorporation, the by-laws, the share structure, and the organizational resolutions that follow. Ontario corporations also carry continuing obligations: annual returns, director and officer resolutions, share issuances, and updates to the corporate registers. We provide corporate maintenance and secretarial services covering that work, and assist with reorganizations and amalgamations where a corporate structure needs to change, working alongside your accountant.
Agreements and Contracts
A business with more than one owner usually needs a shareholder agreement, setting out how decisions are made, how shares may be transferred, what happens when a shareholder exits or dies, and how the company is valued. We prepare and negotiate these agreements, along with the commercial contracts most businesses rely on: service and supply agreements, licensing agreements, non-disclosure agreements, and employment and consulting agreements. We also review franchise agreements and the disclosure documents franchisors must provide under Ontario's Arthur Wishart Act, acting for franchisors and for franchisees.
Buying and Selling a Business
A business can be sold by way of its assets or by way of its shares, and the structure affects both the legal work and the tax treatment on each side. On an asset transaction we prepare the asset purchase agreement and the schedules setting out what is included and what is excluded, deal with landlord consent where a lease is being assigned, and carry out the searches and discharges the closing depends on. On a share transaction the work shifts to corporate due diligence on the minute book and material contracts, the share purchase agreement, the resolutions and consents required, and the closing book. We work alongside your accountant on the tax side of either structure.
Quick answers to what clients ask us most. Have a different question? We're glad to help.
It depends on your liability exposure, tax position and growth plans. Incorporating offers limited liability, potential tax advantages and easier succession. We help you weigh the trade-offs and incorporate correctly under the Ontario Business Corporations Act when the time is right.
Federal incorporation offers stronger national name protection and lets you operate across Canada; Ontario (provincial) incorporation is simpler if you operate mainly in Ontario. We advise on which structure fits your business and handle either.
If your corporation has more than one shareholder — including a family business — yes. Without one, the OBCA default rules govern and disputes can become costly. A shareholder agreement sets out decision-making, share transfers, exits and dispute resolution before problems arise.
It is strongly advisable. We handle asset and share purchase agreements, due diligence, non-competition clauses, closing conditions and all transaction documents to protect your interests on both sides of a deal.
Book a consultation about your business.