Corporate law for the business you build.

How a corporate lawyer helps at each stage of your business

Most business owners do not think about corporate law until something forces the question. A bank asks for a certificate of status, a new partner wants shares, or a buyer asks to see the minute book. A good corporate lawyer is more useful earlier than that, because the right structure and the right paperwork, set up at the start and kept current, make every later step simpler.

Agile Legal Solutions is a corporate and estates law firm in Richmond Hill. We work with owners of small and medium-sized businesses across Ontario, and we meet by video from anywhere in the province or in person at our office on East Beaver Creek Road. Owners looking for a corporate lawyer in Richmond Hill, or a small business lawyer in York Region and the wider GTA, often come to us because they want one business lawyer in Ontario who can look after the company and the owner together.

Starting out

At the start, the questions are practical. Should you incorporate now or later? Ontario or federal? Who should own the shares, and in what classes? Should a holding company sit between you and the operating business? An incorporation lawyer helps you answer those questions with your accountant, then files the documents and organizes the records so the company is properly set up from day one.

Growing

As the business grows, the legal work shifts to relationships. You sign contracts with customers and suppliers, bring in a partner or an investor, and perhaps open a second company. Each step usually calls for a document: a shareholders’ agreement, a share subscription, a service agreement, a confidentiality agreement or a set of directors’ resolutions. Done well, these documents set expectations clearly and help prevent disagreements later.

Maintaining

Between the big moments, a corporation still has housekeeping. Annual returns must be filed, annual resolutions passed, and registers kept current, including the register of individuals with significant control. This routine work is easy to forget, and it becomes surprisingly important when you later sell, borrow or bring in an investor.

Exiting and passing it on

Eventually every owner leaves the business, whether by selling it, handing it to family or key employees, or through death or incapacity. Planning for that day is where corporate law and estate law meet, and it is the reason our firm practises both. We look at your corporate records, your shareholders’ agreement and your own estate plan side by side, so that the business you build and the legacy you leave are planned together rather than in separate silos.

The sections below walk through each of these stages in more detail. This page is general information, not legal advice, and the right answer for your business will depend on your circumstances.

Incorporating your business in Ontario

Incorporation creates a separate legal person: a corporation that can own property, sign contracts, borrow money and carry on business in its own name. That separation is the main reason owners incorporate, but it is not the only factor, and it is not always the right first step.

Sole proprietorship or corporation?

A sole proprietorship is simple to start. You register a business name and begin trading, and legally the business is you. Its debts are your debts, and its income is generally your income. A corporation adds paperwork and annual upkeep, but it can offer limited liability for shareholders, a clearer way to bring in co-owners, the ability to issue different classes of shares, and more options when you later sell or plan your estate.

Limited liability has limits of its own. Directors can be personally liable for certain obligations, lenders often ask owners for personal guarantees, and you remain responsible for your own conduct. The tax side of the decision, including when incorporation starts to make sense for your income, is a question for your accountant.

Ontario (OBCA) or federal (CBCA)?

You can incorporate provincially under the Ontario Business Corporations Act (OBCA) or federally under the Canada Business Corporations Act (CBCA). The differences are mostly practical:

• Name protection. A federal corporation generally gets broader protection for its name across Canada. An Ontario corporation’s name is generally protected only in Ontario.
• Extra-provincial registration. A federal corporation that carries on business in Ontario usually must also register extra-provincially in Ontario, and in any other province where it operates.
• Annual filings. An Ontario corporation files its annual return with Ontario. A federal corporation files its annual return with Corporations Canada and has its provincial registrations to keep in order as well.
• Where you operate. Federal incorporation may suit a business expanding across provinces, while an OBCA corporation is often simpler for an Ontario-focused business.

Choosing a name, or using a number

A named corporation usually needs a NUANS search report, which compares your proposed name against existing corporate names and trademarks. The name must also meet naming rules, such as ending in “Limited“, “Incorporated” or “Corporation“, or a short form like Ltd., Inc. or Corp. A clear NUANS report does not mean no one else has rights in a similar name, so if the brand matters to you, separate trademark advice is worth considering.

Many owners choose a numbered company instead, such as “1234567 Ontario Inc.” A numbered corporation skips the name search and can still operate under a registered business name.

What you receive

Ontario filings have been made through the Ontario Business Registry since October 2021. When we incorporate a company for you, the work usually includes:

1. Articles of incorporation filed and a certificate of incorporation issued.
2. General by-laws suited to a private company.
3. Organizational resolutions of the directors and shareholders, which adopt the by-laws, appoint officers and issue the first shares.
4. Share certificates, or a written record of uncertificated shares.
5. Registers of directors, officers, shareholders and securities, a transfer register, and the register of individuals with significant control.
6. An organized minute book, ready for future resolutions.

Each document is explained in plain language, so you know what it does and when it matters.

Share structures and holding companies

Shares define who owns the corporation, who controls it, and who shares in its profits. In a small company these often sit with the same person, but they do not have to. A thoughtful share structure gives you room to bring in family members, partners, investors or a holding company later without reorganizing everything.

Common share classes

Your articles of incorporation set out the classes of shares the corporation can issue and the rights attached to each. Common features include:

• Voting shares, which carry the right to vote at shareholder meetings, including to elect directors.
• Non-voting shares, which can share in profits and value without giving the holder a say in who runs the company.
• Preferred shares, which usually rank ahead of common shares for dividends or on a wind-up, and may be redeemable or retractable at a fixed amount.
• Discretionary dividend shares, which allow the directors to declare dividends on one class without declaring them on another.

Many private companies are set up with several classes from the start, even if only one is issued at first. That flexibility can be useful later, but it should match a real plan. Discretionary dividends, family shareholders and preferred shares all carry tax consequences, so we design the share terms with your accountant rather than in isolation.

Holding companies

A holding company is a corporation whose main job is to own shares of another corporation, usually your operating company, and sometimes other investments. Instead of owning your operating company personally, you own the holding company, and the holding company owns the operating company.

On the legal side, a holding company can help separate accumulated assets from the risks of the operating business, simplify ownership where several owners each have their own holding company, and create a cleaner platform for later planning. The tax reasons, which are often the main driver, are for your accountant to explain. Whether a holding company makes sense depends on your numbers and your goals, and in some cases it adds complexity without much benefit.

If you decide to use one, the legal work generally includes incorporating the holding company, issuing or transferring shares of the operating company to it, updating resolutions and registers in both minute books, and reviewing any shareholders’ agreement so it still works with the new structure. Where the transfer is part of a tax plan, the timing and documents follow the accountant’s instructions.

Questions to settle early

1. Who should hold voting control, now and in ten years?
2. Will family members hold shares, and on what terms?
3. Will key employees or investors ever need shares?
4. Do you want profits to flow to you personally, to a holding company, or both?

You do not need final answers before you incorporate. Thinking about these questions early simply helps us build a structure that will not need to be rebuilt in a few years.

Directors, officers and shareholders: who does what

In a small business, one person often wears all three hats. The law still treats them as separate roles, and keeping them distinct on paper matters when a lender, buyer or government agency looks at how decisions were made.

Shareholders

Shareholders own the corporation. Their main powers are usually to elect and remove directors, to approve fundamental changes such as amending the articles, amalgamating or selling all or substantially all of the assets, and to receive dividends when the directors declare them. Shareholders generally do not manage day-to-day operations unless a unanimous shareholder agreement gives them that role.

Directors

Directors manage, or supervise the management of, the business and affairs of the corporation. They approve major decisions, declare dividends, issue shares, appoint officers and approve financial statements. Directors owe duties to the corporation: in general terms, to act honestly and in good faith with a view to the corporation’s best interests, and to exercise the care, diligence and skill that a reasonably prudent person would in comparable circumstances.

Directors can also face personal liability in certain situations. Common examples include wages owed to employees, within statutory limits, and certain amounts the corporation must remit to government, such as employee source deductions and HST. Directors who act diligently often have defences, but the risk is real. It is one reason to keep a good record of directors’ decisions, to know what the company owes government at any time, and to resign properly, in writing and on the record, if you step away.

Officers

Officers, such as a president, secretary or treasurer, are appointed by the directors to carry out the work of the corporation. Their authority comes from the by-laws and from directors’ resolutions. Signing authority for contracts and bank accounts usually sits with officers, so it is worth checking that the people signing actually hold the right office.

Making changes

People come and go. When a director resigns, a new director is elected or an officer changes, the corporation usually needs to:

• Prepare the right resolutions, consents to act and written resignations.
• Update the registers of directors and officers in the minute book.
• File a notice of change with the Ontario Business Registry or Corporations Canada within the time limits that apply.
• Update the bank and anyone else who relies on your signing authority.

The record of who held office, and when, can become important years later. If a liability arises, a former director may need to show that their resignation took effect before it did. Clean records make that straightforward.

The same discipline applies when you are both the owner and the only director. Recording major decisions as resolutions, even when you are signing them alone, shows that the corporation, and not you personally, made the decision. That separation is part of what gives the corporate form its value.

Corporate records, minute books and annual filings

A minute book is the official record of your corporation. It holds the corporation’s key documents and decisions, and Ontario and federal corporate law generally require a corporation to keep these records at its registered office or another permitted location.

What a minute book contains

• Articles of incorporation and any articles of amendment, with their certificates.
• By-laws.
• Minutes of meetings and written resolutions of directors and shareholders.
• Registers of directors, officers, shareholders and securities.
• A transfer register showing every transfer of shares.
• The register of individuals with significant control.
• Any unanimous shareholder agreement, and usually any other shareholders’ agreement.

Annual resolutions and annual returns

Each year, most private corporations pass annual resolutions of the shareholders and directors. These typically approve the financial statements, elect or confirm directors, appoint officers, and appoint an accountant or, where all shareholders consent, exempt the corporation from an audit. Small corporations usually do this by written resolution rather than by holding a meeting.

Separately, an annual return must be filed: with Ontario through the Ontario Business Registry for an OBCA corporation, and with Corporations Canada for a CBCA corporation. Missing annual returns year after year can, in some cases, lead to the corporation being dissolved, which creates serious problems for its property and contracts.

The register of individuals with significant control

OBCA corporations have been required to keep a register of individuals with significant control since January 1, 2023, and CBCA corporations since 2019. In general terms, an individual with significant control is someone who owns or controls 25% or more of the votes or of the fair market value of the shares, or who has direct or indirect influence that amounts to control. The register records details such as each person’s name, date of birth, address, jurisdiction of residence for tax purposes and how they came to have control, and it must be reviewed and kept current.

For an Ontario corporation, the register is generally kept with the corporate records rather than filed publicly. Federal corporations are generally also required to file their ISC information with Corporations Canada, a requirement that took effect in January 2024. We check where your corporation stands and bring the register up to date.

Catching up neglected records

It is common for records to fall behind. A company is incorporated online, the founders get busy, and years pass without annual resolutions. Shares are promised but never issued. A partner leaves, but no transfer is recorded. Our records work often starts with a review of what exists and what is missing.

Catching up usually means preparing the missing annual resolutions, confirming who holds which shares, documenting past transfers and director changes, filing outstanding returns or notices, and rebuilding the registers. Where the history is unclear, we work with you and your accountant to reconstruct it from tax filings and financial statements. It is far easier to fix records now than in the middle of a sale or financing, when the other side’s lawyer asks for the complete minute book.

Shareholders’ agreements and unanimous shareholder agreements

If your corporation has more than one shareholder, a shareholders’ agreement is usually the most important document you will sign after the articles. It sets the rules between owners: how decisions are made, what happens when someone wants out, and what happens if an owner dies, becomes incapacitated or stops contributing. It is easiest to agree on these things while everyone is getting along.

What a shareholders’ agreement usually covers

• Who sits on the board, and how directors are appointed and replaced.
• Decisions that need the consent of all shareholders or a special majority, such as issuing new shares, borrowing above a set amount or selling the business.
• Restrictions on transferring shares, including rights of first refusal.
• Buy-sell provisions that apply on death, disability, retirement or departure, including how shares are valued and how the purchase is funded.
• Shotgun clauses, and drag-along and tag-along rights on a sale.
• Obligations to contribute capital or make shareholder loans.
• Confidentiality and non-solicitation covenants among the owners.
• A clear process for breaking a deadlock between owners.

For a fuller checklist, see our article on what a shareholders’ agreement should cover.

Unanimous shareholder agreements

Under the OBCA, a unanimous shareholder agreement is an agreement among all the shareholders that restricts, in whole or in part, the powers of the directors to manage or supervise the business. To the extent the agreement takes powers away from the directors, the shareholders generally take on the rights, duties and liabilities that come with those powers. That can suit a closely held company where the owners want to make key decisions together, but the shift in responsibility should be understood before anyone signs.

Not every shareholders’ agreement is a unanimous shareholder agreement. Whether yours should be one depends on how you want control to work, and we explain the choice in plain language.

Why it matters for your estate plan

A shareholders’ agreement often decides what happens to your shares when you die, sometimes more directly than your will does. If the agreement requires the surviving owners to buy your shares, your estate receives money rather than shares. If the purchase is funded by life insurance, the money is more likely to be there when your family needs it. Because we also practise estate law, we review your agreement and your will together so they do not pull in different directions.

Whether you are two friends starting a business or adding a third investor to an established company, a shareholders’ agreement lawyer can help you set clear rules that help prevent disagreements later. Learn more on our shareholders’ agreements page.

Bringing in a partner or investor: issuing and transferring shares

Ownership changes are among the most common corporate transactions for a growing business. A partner joins, an investor puts in money, a key employee earns a stake, or a founder leaves. Each of these is either a new issuance of shares by the corporation or a transfer of existing shares from one shareholder to another, and the two are handled differently.

Issuing new shares

When the corporation issues shares, the directors approve the issuance by resolution and set the consideration. Under Ontario corporate law, shares generally cannot be issued until the corporation has received the full consideration for them, whether in money, property or past services. The process typically involves:

1. Checking the articles to confirm the class of shares exists and has the right attributes.
2. Checking any shareholders’ agreement for pre-emptive rights or consent requirements.
3. A subscription agreement setting out what the new shareholder is contributing and on what terms.
4. Directors’ resolutions approving the issuance.
5. Updating the securities register and issuing a share certificate or written notice.
6. Updating the register of individuals with significant control, if the new holder meets the threshold.
7. Signing the new shareholder onto the shareholders’ agreement, or preparing one if none exists.

Transferring existing shares

A transfer moves shares from one person to another. Private company articles usually restrict transfers, often requiring directors’ or shareholders’ approval, and a shareholders’ agreement may add a right of first refusal for the other owners. The documents usually include a share purchase agreement or transfer form, a resolution approving the transfer, a cancelled and reissued certificate, and updates to the transfer register, the securities register and, where relevant, the ISC register.

Before you bring someone in

The legal steps are only part of it. Before you offer anyone shares, it helps to think through:

• What exactly the new person is contributing: money, skills, contacts or time.
• Whether they should receive voting or non-voting shares.
• Whether their shares should vest over time, or be subject to a buy-back if they leave early.
• How the company will be valued for the purpose of the deal.
• What happens if the relationship does not work out.

Share issuances and transfers can have tax consequences for the corporation and the individuals involved, especially where family members or holding companies are part of the picture, so we suggest speaking with your accountant before anything is signed. Our role is to make sure the legal steps are done correctly and recorded properly, so that the ownership of your company is clear to anyone who later needs to rely on it.

The same care applies when someone leaves. A departing partner’s shares are usually bought back by the corporation or sold to the remaining owners, and the documents should confirm the transfer, any resignation as director or officer, and a release where appropriate.

Commercial contracts: NDAs, service agreements and supply agreements

Contracts are how a business turns relationships into obligations. A clear contract tells both sides what is expected, what happens if plans change, and who bears which risks. Many small businesses rely on templates found online or on a customer’s standard form. That can work, but templates often leave out terms that matter or include terms that quietly shift risk onto you.

Agreements we commonly prepare and review

• Non-disclosure and confidentiality agreements before you share financial information, customer lists, designs or business plans with a potential partner, supplier or buyer.
• Service agreements for businesses that provide services to clients, or that engage contractors to provide services to them.
• Supply agreements covering the sale or purchase of goods, delivery, quality standards, minimum volumes and exclusivity.
• General commercial contracts, such as consulting agreements, referral arrangements and standard terms of business.

What to check before you sign

Whether we are drafting or reviewing, we look at the same core questions:

1. Scope. Is it clear what each party must deliver, by when, and to what standard?
2. Payment. How much, when, on what conditions, and what happens if payment is late?
3. Term and termination. How long does the agreement last, does it renew automatically, and can either side end it early, with or without cause?
4. Liability. Is there a cap on liability? Are certain kinds of loss excluded? Who indemnifies whom, and for what?
5. Ownership. Who owns the work product, data or materials created under the contract?
6. Restrictions. Are there exclusivity, non-solicitation or non-competition terms, and are they reasonable?
7. Assignment and change of control. Can the contract be assigned, and does a sale of your business give the other side a right to terminate?
8. Governing law. Which province’s or country’s law applies?

A note on NDAs

An NDA is only as useful as its definitions. A good one defines what counts as confidential information, sets out the permitted uses, names exceptions such as information that is already public, states how long the obligations last, and requires return or destruction of the information at the end. A one-way NDA protects one party, while a mutual NDA protects both. If you are sharing sensitive information with a potential buyer of your business, the NDA should usually also address non-solicitation of your employees and customers.

Non-competes and employees

Since October 25, 2021, Ontario’s Employment Standards Act, 2000 has generally prohibited non-compete agreements with employees. There are limited exceptions, including in connection with the sale of a business where the seller becomes an employee of the buyer, and for certain executives. If your business relies on employee non-competes signed in recent years, it is worth having them reviewed. Confidentiality and non-solicitation terms are treated differently and remain common.

A contract review before you sign is usually quicker and simpler than fixing a problem afterwards. Send us the draft, and we will explain in plain language what it means for you and which points may be worth negotiating.

Buying or selling a business

Buying or selling a business is often the largest transaction an owner will ever make. The legal work turns agreement on the main terms into a set of documents that transfers the business, allocates risk between buyer and seller, and leaves both sides knowing exactly what they agreed. We act for buyers and sellers of small and medium-sized businesses across Ontario.

Share sale or asset sale

There are two basic ways to structure a deal. In a share sale, the buyer purchases the shares of the corporation that owns the business. The corporation itself stays the same, with its contracts, employees, permits, history and liabilities, known or unknown. In an asset sale, the buyer purchases selected assets of the business, such as equipment, inventory, goodwill and contracts, and usually leaves behind liabilities it has not agreed to assume.

Sellers often prefer share sales and buyers often prefer asset sales, though every deal is different. The choice affects taxes for both sides, which is why accountants are involved early. On the legal side, it affects which contracts and permits need consents, how employees are handled, and how much protection the buyer needs in the purchase agreement.

The usual steps

1. Letter of intent. A letter of intent or term sheet sets out the main business terms: what is being sold, the amount and how it will be satisfied, key conditions, exclusivity and timing. Most terms in an LOI are usually non-binding, while some, such as confidentiality and exclusivity, often are binding.
2. Due diligence. The buyer reviews the business: corporate records, financial statements, contracts, employees, permits, intellectual property and any known claims. Sellers who organize their documents before going to market usually move faster.
3. Purchase agreement. The share purchase agreement or asset purchase agreement sets out the final terms, including representations and warranties about the business, indemnities if those statements prove untrue, conditions to closing, and any holdback or earn-out.
4. Closing. At closing, the parties exchange the closing documents, such as transfers, resignations, resolutions, consents, releases and certificates, and the funds usually move through the lawyers’ trust accounts.

Consents, employees and contracts

Many commercial contracts and leases require the other party’s consent to an assignment, and some treat a change of control in a share sale as needing consent too. Identifying those early avoids surprises on closing day. Employees deserve particular care. Under Ontario’s employment standards rules, a buyer who keeps on the seller’s employees is generally treated as a successor employer, which usually means their service with the seller counts. How employees will be handled should be settled in the purchase agreement.

For a more detailed walk-through, visit our page on buying or selling a business.

Succession planning: the business you build and the legacy you leave

For many owners, the business is their largest asset. Yet the corporate documents and the estate plan are often prepared by different people, years apart, and never compared. The result can be a will that leaves shares to one person while the shareholders’ agreement requires them to be sold to someone else, or a power of attorney that no one can use to keep the company running.

Agile Legal Solutions is a corporate and estates law firm, and this is where the two practices meet. We plan the business you build and the legacy you leave side by side. Our page on estate planning for business owners covers the estate side in more detail.

Secondary wills for private company shares

In Ontario, many business owners use two wills: a primary will for assets that need probate, and a secondary will for assets that generally do not, such as shares of a private corporation. In many cases this keeps the value of those shares out of the calculation of estate administration tax. The two wills must be drafted together, and the corporate documents should support the plan. Our article on secondary wills for private company shares explains how this usually works.

Buy-sell clauses funded by insurance

When there are several owners, a shareholders’ agreement usually says what happens to an owner’s shares on death. A common approach is for the surviving owners or the corporation to buy the shares from the estate, with the purchase funded by life insurance. The insurance structure, valuation method and tax treatment need to fit together, so we coordinate with your insurance adviser and accountant.

Powers of attorney that can vote shares

If you become incapacitated, someone needs to be able to act for you. A continuing power of attorney for property can usually allow your attorney to deal with your shares, including voting them. An attorney generally cannot step into your role as a director, however, so the corporate side needs its own plan, such as a second director who can act or provisions in the shareholders’ agreement. We prepare your wills and powers of attorney with your corporate documents in view.

Estate freezes, with your accountant

An estate freeze generally locks in the current value of your shares, often by exchanging common shares for fixed-value preferred shares, so that future growth goes to the next generation or a family trust. Whether a freeze makes sense, and whether the lifetime capital gains exemption may be available on a future sale, are tax questions for your accountant. When your accountant recommends a freeze or reorganization, we prepare the corporate documents, update the share structure and records, and align your wills and shareholders’ agreement with the new plan.

Planning for a successor

Not every succession happens on death. You may want to pass the business to your children or sell it to key employees over time. These plans often combine a share transfer or issuance, a shareholders’ agreement with the incoming owners, and changes to your own estate plan. Starting early gives everyone time to prepare.

Working with your accountant and other advisers

Corporate law and tax are closely linked. Almost every decision covered on this page has tax consequences: incorporating, choosing share classes, adding a holding company, issuing shares to family members, declaring dividends, selling the business or putting an estate freeze in place. We are lawyers, not accountants, and we do not give tax advice. Instead, we work alongside your accountant so that the legal documents carry out the tax plan correctly.

How the work is divided

• Your accountant usually advises on tax: whether and when to incorporate, how to pay yourself, whether a holding company or estate freeze makes sense, and the tax effects of a sale.
• Your lawyer prepares and files the corporate documents, drafts the agreements, keeps the minute book and registers in order, and makes sure each step is legally effective and properly recorded.
• Your insurance adviser may set up life or disability coverage to fund a buy-sell arrangement.
• Your banker or financial planner may need certified corporate documents, resolutions or a certificate of status.

Why coordination matters

Many record problems come from gaps between advisers. An accountant records dividends on a class of shares that was never issued. Financial statements show a shareholder loan that the minute book does not mention. A tax plan calls for a holding company to own the operating company’s shares, but the transfer was never documented. Each of these can usually be fixed, but it is better to prevent them.

With your permission, we share drafts and resolutions with your accountant, confirm that the share terms match their plan, and prepare the annual resolutions based on the financial statements they produce. The annual minute book update is a natural point each year to check that the legal record and the accounting record agree.

If you do not have an accountant yet

Some owners, particularly at the start, do not yet work with an accountant. For anything with a significant tax dimension, we will suggest that you speak with one before the legal work is finalized. It is usually far easier to get the tax plan right before documents are signed than to undo them later.

We also respect that your existing advisers know your business well. Our aim is to fit into the team you already have, so that your lawyer, accountant and insurance adviser are working from the same facts and towards the same goals.

How working with Agile Legal Solutions works

We try to make legal work predictable. You should know what we are doing, why it matters, and what you will have in hand at the end. Most corporate matters follow the same simple path.

1. A 30-minute consultation

We start with a 30-minute consultation, by video from anywhere in Ontario or in person at our Richmond Hill office at 120 East Beaver Creek Rd., Suite 200-A. We listen to what you are trying to do, ask about your current structure and records, and explain your options in general terms.

2. A clear quote before any work begins

After the consultation, we confirm the scope of the work, and you get a clear quote before any work begins. You decide whether to go ahead with full information.

3. Drafting and review

We prepare the documents and send them to you for review, with each document explained in plain language. Where your accountant or another adviser is involved, we coordinate with them at this stage. You can ask questions and request changes before anything is finalized.

4. Signing and filing

Once you are comfortable, the documents are signed and we make any filings required with the Ontario Business Registry or Corporations Canada. You receive copies of the signed documents, and your minute book is updated.

5. Ongoing annual records

A corporation needs attention every year. We can look after your annual resolutions, annual returns and register updates so the minute book stays current. When something changes, such as a new director, a new shareholder or a contract to review, you already have a corporate lawyer who knows your company and your plans.

Who you will work with

Andy Chan, the firm’s lead lawyer, is licensed in Ontario and also admitted in New York. He works with a team that includes Victor Li, a business lawyer who studied at Windsor Law and the Ivey Business School; Rafail Veli, a lawyer whose background includes serving as a board director with a focus on governance and compliance; and Joseph H. Keliny, counsel in corporate and commercial matters. You can read more about the team on our lawyers page.

What to bring to your first meeting

You do not need to have everything organized before you speak with us. The more we can see, though, the more useful the first 30 minutes will be. Here is a guide based on what you are coming in for.

If you are incorporating

• The proposed name, or a decision to use a numbered company.
• The names and addresses of the proposed directors, officers and shareholders.
• A rough idea of who will own what, and whether anyone else may join later.
• Your accountant’s contact details and any advice they have given about structure.

If you have an existing corporation

• Your minute book, or whatever records you have, including the articles and any share certificates.
• Your corporation number and recent annual return filings, if available.
• Any shareholders’ agreement.
• Recent financial statements, which help show whether the records match the accounts.

If you are buying or selling a business

• Any letter of intent, term sheet or offer.
• Basic information about the business: what it does, who owns it and how it is structured.
• A summary of key contracts and the number of employees.
• The names of the other advisers involved, such as accountants or business brokers.

If you need a contract reviewed

• The draft contract, in an editable format if possible.
• Any related emails or proposals that show what was discussed.
• Your main concerns and the date you hope to sign.

If you are planning succession

• Your current will and powers of attorney, if any.
• Your shareholders’ agreement and details of any life insurance held for a buy-sell.
• Any planning your accountant has suggested, such as an estate freeze.

If you are not sure which category applies, that is fine. Bring what you have, and we will work out the rest together. When you are ready, request a 30-minute consultation by video or at our Richmond Hill office.

This page provides general information about corporate law in Ontario and is not legal advice. Every business is different, and the right approach depends on your facts and goals.

Common questions

This page is general information about Ontario law, not legal advice for your situation.