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Sukhi Hansra October 12, 2026
Every Ontario corporation runs on two things, being the statute it was formed under (such as the Business Corporations Act (Ontario) or the Canada Business Corporations Act) and the historical record of what its owners actually decided. Typically, the business operated by the corporation gets all of the attention, and the corporation itself gets remembered at exactly the wrong moments, such as a sale, a financing, a CRA review, or a falling-out between owners. Corporate law is the discipline of keeping the entity itself in order, so that when one of those moments arrives, the paperwork sets the foundation and the rules that guide what happens next.
Our corporate lawyers in Toronto handle corporations across their whole life cycle, from formation and structuring through annual maintenance to ownership changes and the disputes that sometimes come with them. Additionally, we work alongside your accountant wherever the structure serves a unique tax plan, because in our own practice the corporate record and the tax plan are connected more closely than you may first think.
| Your situation | Start here |
|---|---|
| Starting a new corporation | Company Formation & Incorporation |
| Expanding an out-of-province or foreign corporation into Ontario | Extra-Provincial Registration |
| Your accountant handed you a steps memo | Corporate Reorganizations |
| Your minute book is missing, incomplete, or years behind | Corporate Maintenance & Minute Books |
| Two or more owners, and no written agreement between them | Shareholders Agreements |
| The owners already disagree, and the dividends or information have stopped | Shareholder Disputes |
| Combining two or more corporations into one | Amalgamations |
Most corporate-law problems are really record-keeping problems that surfaced too late, and the costs of poor maintenance can be immensely expensive. Consider the two that hurt the most.
The government can dissolve your corporation. Annual resolutions and annual government filings are often completed together, but a corporation that has stopped doing one has usually stopped doing both. Missed annual filings carry heavy fines, and if the neglect goes on long enough, the government can simply dissolve your corporation automatically. This means that the company you are running, banking through, and holding assets in can legally cease to exist without anyone asking you first, and undoing a dissolution costs far more than the filings that would have prevented it.
Missing records create tax you never owed. When you sell your shares in your corporation, your capital gain is calculated against what you paid for those shares, and the minute book is where that record lives. Suppose you sell your shares for $800,000 and you had genuinely put $150,000 into purchasing them over the years. With a complete corporate record, your gain would be $650,000. Without the subscription agreements and share ledger to prove that you had invested $150,000 into the corporation, you may be facing tax calculated on the full $800,000, which means paying real tax on $150,000 of your own investment. Our Corporate Maintenance & Minute Books page walks through this exact scenario, because it is the most expensive version of the record problem we see. (Illustrative numbers; the tax treatment of any real sale is your accountant’s call.)
So you can see why corporate maintenance sits at the forefront of this practice area rather than at the end of it. A corporation with a complete record sells faster, borrows easier, and resolves owner disagreements quickly, and the legal work done in advance costs a fraction as compared to the work being done under, for example, a buyer’s deadline when the entire deal is at stake.
Holding-company structures are common among our clients, usually an operating company, a holdco above it, and sometimes a real-estate corporation beside it. Each corporation in the structure needs its own complete record and its own annual cycle, and the transactions between them, such as inter-company dividends and rollovers, need to be recorded consistently across all of the books at once. A structure your accountant designed for tax efficiency only delivers that efficiency if the corporate records actually reflect the plan, which is why our reorganization work always ends in the minute book rather than in a memo.
Suppose you own half of a healthy company, and your partner owns the other half. The two of you built the business together over a decade, you never got around to a shareholders agreement, and then one morning your partner dies of a heart attack at fifty-two. His shares do not disappear, and they do not come to you. His shares pass to his estate, which means your new fifty-fifty business partner is his grieving spouse, who has never worked a day in the business, and whose own lawyer is advising her to get the maximum value out of the company as fast as possible.
Now the real damage starts, because a corporation with two equal owners and no agreement has no way to break a tie. Every meaningful decision needs both of you, and the two of you want opposite things. You offer to buy the shares, and the immediate question is what the shares are worth, which is exactly the question no document answers. Her valuator produces one number, your valuator produces another number six figures lower, and each valuation costs real money to prepare and more money to attack. Meanwhile the bank grows nervous about renewing the company’s operating line while the ownership fight is unresolved, your best employee takes a competitor’s offer because nobody can promise him what the company looks like next year, and long-standing customers start returning your competitors’ calls. The business bleeds value at precisely the moment its value is being argued about.
This means that the fight over the shares consumes professional fees many times what a shareholders agreement would have cost, and the fees are the smaller loss next to the value draining out of the company itself. A well-drafted shareholders agreement answers every question in this story before it gets asked, because the agreement says what happens on a death, names the valuation mechanism in advance, gives the surviving owner the right to buy, and can even pre-fund the purchase with insurance. Most owners skip the agreement in the beginning because everyone is on good terms, and it feels like anything can be solved while everyone is happy. However, when a dispute breaks out, you are no longer on happy terms, and that is precisely the moment you will wish the agreement existed. So you can see why we treat the shareholders agreement as standard equipment for any corporation with more than one owner, and why the cheapest time to get one is always right now. Where a dispute has already arrived, our Shareholder Disputes page covers how the resolution work runs. (Illustrative scenario; the valuation and insurance mechanics get designed for each real ownership group.)
Most of the corporate law work we do in Toronto is clearly-scoped, so most of it is flat-fee, with reorganizations quoted from the steps memo and dispute work estimated in writing with timely updates if anything threatens the budget. You will have the exact number in writing after a free discovery call, before you commit to anything. That is our no surprise billing policy. Learn how our fees work.
The labels overlap, and the useful distinction is the subject of the work. Business law covers the deals and contracts a company enters, such as buying a business or signing commercial agreements. Corporate law covers the company itself, meaning its formation, structure, records, and the relationships between its owners. We practice both, and most real matters involve the two together.
Both routes produce a real corporation, and the right choice depends on where you will operate, how much name protection you want, and your plans for other provinces. A federal corporation still has registration obligations in Ontario before carrying on business here, so federal incorporation is not a way to skip the provincial layer. The decision deserves ten deliberate minutes before filing, and our incorporation page covers the trade-offs.
Annual resolutions approving the financial statements and confirming the directors and officers, the annual government filing that is separate from your tax return, and records for anything that changed during the year, such as dividends, share transfers, or a director’s departure. Miss enough annual filings and the government can eventually dissolve the corporation.
While everyone still agrees, which usually means at formation or the moment a second owner arrives. Every term in a shareholders agreement gets harder to negotiate once a real dispute gives each clause a winner and a loser, and the statute’s default rules are a poor substitute that nobody chose.
The corporate statute’s default rules govern the dispute, and those are rules nobody in the room chose. The practical consequences arrive quickly, because banks commonly freeze or close a company account while the owners are fighting, which locks everyone out of the company’s own money. Resolving a dispute from that position costs several times what a proper agreement would have cost at the start.
Reviewed by Sukhi Hansra, Business and Franchise Lawyer at Hansra Law.
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