FAQ
Business/Corporate Law
Would it be right for my business to incorporate?
There is no right or wrong answer when it comes to the legal entity of your business. There are many different business structures, but the three most common are sole proprietorship, partnership, and corporation. Each has advantages and disadvantages that can seriously impact your business. We recommend that you get financial advice as well our legal advice before deciding which option would be most beneficial for your business.
Do I need an agreement when I start a partnership?
While it is not required to have a partnership agreement, it is highly recommended. If you are in a partnership, you should have an agreement between you and the other partners outlining each members’ obligations. Without an agreement, disputes about work responsibilities can arise and possibly dissolve your business. We can counsel you on the best partnership agreement and tailor your agreement so that it has clauses which will promote a healthy business transaction.
Who are Shareholders?
Shareholders are people or other corporations that have shares in a company. They are the owners of the company.
Should I have a Shareholders’ Agreement?
Yes. Similar to a partnership agreement, a shareholders’ agreement is an agreement between the shareholders of a corporation and may deal with many areas, including but not limited to voting rights and granting rights based on the shares held. The most common type of shareholder agreement is a unanimous shareholder agreement (USA) and every one contains clauses dealing with the parties, the running of the corporation, the financing of the corporation, shares, disability/death/insolvency of shareholders, and obligations with regards to shares under the Family Law Act. Our firm will help you draft Shareholders’ Agreements so that everyone understands their role and obligations as a shareholder.
What are the steps to incorporating?
There are many steps involved in incorporating a business and we can counsel you through them from start to finish. We will begin by conducting a NUANS name search to ensure your business name meets all requirement. Then, we will complete and articles, certificates, or other required documentation for your minute book. Finally, we will draft, negotiate, and review shareholders’ agreements. We will also give you legal recommendations, such as what should be in the shareholder’s agreement, throughout the entire process.
What is a minute book and does my business need it?
A minute book is a folder or binder that contains all required and important information of a business. A minute book is recommended because it houses vital business information like licenses, by-laws, and articles of incorporation, in an organized format. Our firm can not only create a minute book for your business, we can also ensure that certificates, resolutions, and all necessary requirements for your business are completed and that documents are filed correctly and efficiently.
What are by-laws?
By-laws are the rules a corporation sets out on how to run the business. They are signed by the officers of a corporation and set out how a business will function. Once established, by-laws can be amended through a majority of votes by the Board of Directors. In Canada, a corporation’s bylaws must minimally include who is allowed to be a member and notice of meetings to voting members.
What is the difference between a franchise and a licence?
A franchise is a contractual relationship between two parties: the franchisor, the owner of a business, and the franchisee, someone carrying on the franchisor’s business at one or more locations. A licence, on the other hand, grants a person (the licensee) access to an idea, design, formula or other thing owned by another person (licensor).
Do I need a contractor agreement when I hire someone?
Yes, you should have a written agreement with anyone you hire. At our firm, we can explain you the legal differences and implications of hiring a contractor or employee. We can then draft specific agreements between you and the person or company you hire or contract with. These agreements will include clauses that will clarify terms of work, compensation, termination of work, and other needed information between you and the other party.
What is the difference between copyright, patent, and trademark?
Copyright law protects your valuable literary, artistic, dramatic, and musical innovations from theft and unauthorized replication. At our firm, we can send an application to the Canadian Copyright Office to have your creations registered. A patent is legal protection for your new inventions (machine or process). We can register your patents internationally or nationally and ensure that it follows the Patent Act and Rules legislation. Trademarks are words, sounds, or slogans which individualize your business from other businesses. Our firm will file your trademarks and ensure that the law is followed.
I’ve just bought a medical clinic, what kind of legal services will I need?
For starters, you will need all sorts of agreements: from employee or contractor agreements to agreements with sharps disposal or suppliers. You may also need council on whether or not your business entity is the best for you and your business. Should you be in a partnership, sole ownership, or establish a corporation? Will you be buying or leasing a commercial building for your practice? Each of these options has legal considerations that we can discuss and advise you on. We can also aid you by submitting all legal documentation required to further establish your business.