Corporate & Commercial
Corporate or Commercial law covers a vast array of legal services related to a corporation or business. From creating or incorporating a business, to reorganizations through to the eventual sale of a business, we can assist you with a whole range of corporate services.
Incorporation
Incorporation of a business (corporation) has several purposes, the biggest of which are for tax planning and liability protection. Incorporation allows you to create a company to take advantage of these protections and benefits. We can assist with:
Incorporation of a numbered Alberta Corporation
Incorporation of a named Alberta Corporation
Incorporation of a Professional Corporation
Incorporation of a numbered or named Canadian Corporation
After incorporation, we can also act as your corporate office where we would receive notices on behalf of the corporation, attend to the annual filing requirements and maintenance of your corporate Minute Book with annual Shareholder and Director resolutions.
Corporate Reorganization
Once you have a corporation, there are several amendments that may need to be made over time to your corporation. Some of these include:
Amendments to change things such as the share structure, the name of the corporation, among many others
Amalgamation: merging one or more corporations together
Estate Freeze: crystalizing the value of the corporation, which is often used to transition the ownership of the corporation to a second generation
Rollovers: the transfer of property or shares between spouses or between an individual and a corporation
Some reorganizations of your business are complex and can trigger tax issues if you are not careful. We will work with you and your accountant to ensure that you are provided with the best legal and tax advice about the proposed re-structuring.
Purchase and Sale of a Business
You may have spent your life building your business, or you may be interested in taking over a business that you have worked with for a number of years; regardless of the reason, we can help you buy or sell a business. With this type of transaction, there are two main structures to the purchase/ sale:
Share Sale/ Purchase: an agreement where you buy the shares from a current owner/shareholder of the corporation
Asset Purchase/ Sale: an agreement where you buy all, or substantially all, of the assets of the business
The main difference between the two agreements are the tax consequences. We are happy to walk you through the differences before you make or accept an offer. Regardless of the price, buying or selling a business is a complex matter that requires special attention and care and we have the experience to assist you through the process.
Corporate and other business Agreements
Establishing your expectations in writing with a business partner is essential. Waiting until you disagree on a major decision will often make it more difficult to resolve amicably. Business Agreements allow you to set the rules for future disagreements and major events in advance. Business Agreements may include:
Unanimous Shareholders’ Agreement (USA): an agreement that sets out the rights and obligations of each of the shareholders, particularly with respect to the departure of a shareholder
Partnership Agreement: an agreement that establishes the rights and obligations of each of the partners, as well as the structure of your partnership
Employment Agreement: an agreement with your employees that sets out the mutual rights and obligation of employer and employee
Independent Contractor Agreement: an agreement that allows you to hire a worker without the requirement to provide them with all the benefits of an employee, but still sets out the mutual rights and obligations of each party
Although they have a different purpose and design, business agreements are not dissimilar from Relationship Agreements for married or common-law couples. They set the groundwork for what all parties believe is fair ahead of time to reduce conflict in the event of the break down of the relationship (business or personal).