Setting up a New Business

Are you planning to incorporate a new business in Canada? Interested in purchasing a franchise? Do you need assistance with developing your business concept? Overwhelmed by the paperwork required to draft business documents? Our dedicated team is here to support all your business legal needs. From business formation to dissolution, we provide comprehensive assistance at every stage.

Drafting Agreements

A business agreement in Canada is a contractual document that sets out the mutual understanding, terms, and conditions between all parties involved in a business arrangement, deal, or transaction. Business agreements can take various forms, such as Partnership Agreements, Indemnity Agreements, Acquisition Agreements, Buy-Sell Agreements, Business Confidentiality Agreements, Non-Compete Agreements, and more. When drafting a business agreement, several key considerations must be addressed to ensure the document is valid and enforceable:

• Approval of Terms: The contract is valid only if all parties concerned approve all the details. This includes reviewing the final draft and ensuring that everyone signing the contract fully comprehends the terms they are agreeing upon.

• Clear Purpose: The purpose of the contract, including the exchange of consideration, should be clearly established.

• Accuracy and Verification: All necessary details must be accurately recorded and verified for correctness. Any suggested changes should be incorporated before finalizing the draft.

• Consensual Agreement: Both parties must have a mutual agreement on the stipulations of the contract. If the contract does not meet the needs of both parties, it must be altered to satisfy all involved.

• Clear Descriptions: A well-written contract should clearly describe the services or goods being exchanged.

• Confidentiality Clause: Consider adding a confidentiality clause to ensure that the other party does not share contract information with unrelated persons or entities.

• Breach of Contract: The contract should specify how issues will be handled if a breach occurs.

• Timelines: Specify the contract duration. For a one-time exchange of services, state that it will terminate upon completion. For ongoing services, include terms for either party to terminate the contract with appropriate notice.

• Legal Clauses: Include necessary legal clauses to make the document binding and enforceable.

Articles of Incorporations

To incorporate your business in Canada, you require articles of incorporation. Industry Canada sets the standards for federally incorporating your business venture. For provincially incorporated businesses in Ontario, articles of incorporation are registered under the Business Corporations Act and filed with the Ministry of Government and Consumer Services. The article of incorporation is the document that establishes the existence of your business. Seeking professional legal advice when setting up a business is always a good idea, as it can save you money and help avoid costly mistakes. It is important for corporations to ensure that the name of an Ontario corporation complies with the Business Corporations Act and its regulations. Whether you are a Canadian citizen or a newcomer, set up your business in the best way possible.

Partnership Agreements

When two or more individuals or entities come together to form a business partnership, a partnership agreement provides the written terms of the partnership and outlines the expectations between each partner in a contract. Depending on the structure and anticipated operations of the business, a partnership can be a complex entity. In Canada, there are different types of partnerships, such as general and limited. Each type of partnership requires specific partnership agreements.

Shareholders Agreements

A shareholder's agreement, sometimes called a stockholders' agreement, is a written document among a company’s shareholders that outlines how the company should be operated. Specific shareholders’ rights and obligations must be clearly defined in writing. It is essential to explore and decide upon the issues to be included in the agreement, identify the interests of the company’s shareholders, determine the value of the shares, and identify the decision-makers and directors. The effectiveness and method in which your lawyer drafts your shareholder agreements can significantly impact potential future shareholder disputes. Including a dispute resolution clause in a unanimous shareholder agreement typically outlines how disputes among shareholders will be resolved. These disputes may be settled through arbitration or in the courts. The location of the parties, particularly if they are in Ontario, will determine where arbitration will be held.

Employment Agreements

When hiring an individual to work for you or your business, clear and effective communication is essential. This includes having an appropriate employment agreement or employment contract drafted by legal professionals. Protect your business from legal risks and ensure your business partnerships comply with Canadian employment protocols. An employment agreement is a traditional document that stipulates performance expectations, duration of employment, compensation, and outlines the rights, responsibilities, and obligations of both parties during the employment period.

Mergers & Acquisitions

Whether you are looking to merge two business entities into one to form a third, separate legal entity, or to acquire another company and absorb it into your current business through an acquisition, we can guide you through the legal process.

Legal Risk Assessment

Legal risk assessment in the operation of a business in Canada involves managing legal risks and considering the potential legal impacts and outcomes on the business or its individuals. When setting up a Canadian business, it is crucial for the founder to examine, explore, and choose the most appropriate entity to suit their business needs. The decisions made as a business owner can leave you vulnerable to certain legal actions or prosecutions. Learn and understand the importance of being cognizant of legal risks and how to mitigate them.