Whether incorporating in Ontario or incorporating in Canada, we appreciate that your routine affairs are equally important. A commitment to building long-term relationships with our clients means being there for them at every step.
Our clients trust us to provide advice that is technically smart, strategic and commercially minded. Whether starting out, seeking initial capital, gathering funding to grow or considering exit strategies, Hansra Law is equipped to provide cost-effective, expert legal advice – allowing our clients to focus on starting and growing their business on the right foot.
Creating your New Corporation
With years of experience in corporate law, our lawyers will guide you through the entire process of incorporating in Ontario or incorporating in Canada while providing you with strategic advice to accelerate the growth of your business. Some of the services we regularly provide for all of our newly incorporated companies include:
- Approval of Corporate Name. Looking for a specific name for your new corporation? Our experienced business lawyers can assist you with choosing a unique business name and conducting the necessary corporate name searches to ensure that your corporate name is available for your use. Choosing the right business name not only determines the name that you will be operating your business under, but also your future intellectual property rights in trademarking your name or logo.
- Federal vs. Provincial Incorporation. There are various advantages and disadvantages of incorporating federally vs provincially in Canada. For one, federal corporations benefit from greater name protection, which can be immensely useful for trademark protection. It is important to canvas the reasons that you are incorporating your company with a lawyer before deciding which jurisdiction to incorporate in.
- Advising on Different Share Structures. Our corporate lawyers pay special attention to your goals and ambitions. Although most new corporations simply choose to have the right to offer an unlimited number of common shares, some of our clients have unique needs and would benefit from several different types of shares to offer to their directors, shareholders and employees. For example, you may want your Class A shares to be voting shares that are held by directors and your Class B shares to be non-voting dividend shares which you can distribute to prospective investors. Regardless of how many classes of shares you need, our experienced business lawyers are always looking out for your best interest.
Corporate Minute Books: Helping You Comply With Your Legal Requirements
Every corporation in Canada is required to meet certain legal obligations to be in good standing under the Canada Business Corporations Act or the various provincial Business Corporations Acts that the corporation is created under. One of these requirements is to adequately maintain official records of all activities in the corporation, including records of any annual meetings conducted by the directors and shareholders of the corporation as well as any major changes, such as any changes of address, directors, shareholders or officers.
Corporate record are typically maintained in a book called a Corporate Minute Book. When corporations are seeking to engage in various business transactions, such as selling the company or getting a loan, the Corporate Minute Book is one of the first things that a prospective buyer or bank will review.
At Hansra Law, we always ensure that all our corporate clients receive all of the Corporate Minute Book documents they need to both remain in compliance with the law and keep track of their corporate activities. Some of the Corporate Minute Book documents we provide with each newly incorporated company include:
- Shareholders’ Register. A register that lists the maintains a record of the current shareholders of the corporation. This register should be updated anytime there is a change with any current shareholders or if any new shareholders are added to the corporation.
- Directors’ Register and Officers’ Register. A register that lists the maintains a record of the current directors and officers of the corporation, including the date they began their term and when that term ended.
- Register of Individuals with Significant Control. A register that lists the individuals, or shareholders, that have significant control over the Corporation, such as a voting shareholder with 25% or more of all shares in the Corporation or someone with significant influence over the corporation’s decisions. Before your financial year end every year, you must identify all individuals with significant control and list them in this register.
- Shares Transfer Ledger. A ledger that records the transfer of shares, beginning with the initial issuance from the corporate treasury. Although this document is not a required document, the share transfer ledger is a useful way for key personnel in the corporation to keep track of the transfer of shares through different individuals or entities.
- Corporate By-Laws. By-laws are secondary to the Articles of Incorporation and are primarily used to set forth the governance rules of a corporation. The By-laws are also typically used to override some of the basic minimum legal requirements, such as the required timing for giving notice to directors and shareholders before a meeting.
- Directors’ and Shareholders’ Resolutions. A directors’ or shareholders’ resolution are used to approve decisions made by the directors and shareholders of a corporation, for example to confirm that the shareholders of the corporation have approved the Corporate By-Laws.
- Share Certificates. Share certificates provide legal and physical proof that you are in fact the holder of shares in the corporation, as well as providing information about the class and number of shares you own. Share certificates are also important where you want to transfer your shares to another individual. Any transfer of shares can be endorsed on the back of the share certificate and provided to the purchaser upon the sale of your shares.
The right legal advice is fundamental and we understand that costs can sometimes be prohibitive. That’s why Hansra Law offers several alternative billing structures to fit our client’s specific legal, business and financial needs.