Looking for trusted legal advice to support your business growth? Our experienced corporate lawyers help with everything from incorporations to regulatory compliance. Let us protect your interests and guide your success.
Highly experienced in corporate law, we provide business- focused legal advice to businesses of all sizes. Once you retain us to assist you with your corporate matter, our lawyers work with you to identify your personal and business needs in order to achieve results that meet your expectations.
Services We Provide
- Incorporations, start-Ups and Business Planning
- Professional Corporations
- Corporate Records and Compliance
- Legal Advisory & Consultation
- Board Advisory and Corporate Governance
- Not-For-Profits & Charities
With a practice focus on representing business startups and existing businesses. Our approach to law is intuitive, modern and client-focused with a view to building long-term business relationships with our clients. We protect the rights of everyone involved in a commercial organization, including:
- owners
- board of directors
- employees
- customers
- other stakeholders
Before you register
Before you register your business, you will need to know:
- where your main office will be located
- which other provinces and territories you plan to operate in
- your proposed business name
- the type of business that best suits your needs
Choose your business type
- Sole Proprietor
- Partnership
- Corporation (federal or provincial/territorial)
- Cooperative
Sole Proprietorships
- Although the sole proprietorship is free from most government regulations that apply to business corporations, certain registration requirements must be complied with in the jurisdiction in which the business is to be carried on. For example, a sole proprietor who uses as his or her business style a name or designation other than his or her own is required to register the name.
Partnerships
- Partnership law in Canada falls under provincial jurisdiction. While a partnership is formed under the laws of a particular province, partnerships carrying on business in more than one province will be required to comply with the relevant laws of each such province, including (in some cases) laws requiring registration. Unless an enforceable partnership agreement modifies them, the rights and obligations of partners are established by the governing provincial legislation.
General Partnerships
- Canadian jurisdictions generally recognize two forms of partnership relevant to businesses: general and limited. General partnerships have most of the characteristics of sole proprietorships, except that they include more than one person. Like sole proprietorships, general partnerships can be attractive because of their simplicity and informality. However, each of these forms involves unlimited liability – which in the case of a general partnership attaches jointly and severally to each partner – and both lack the tax advantages of incorporation. In the case of a partnership, the partnership agreement will often add further nuances to the obligations of the partners to one another. The principal provincial filing that a general partnership must normally make is a business name registration. Additional requirements may include (among others) obtaining business licences, other permits or licences that may apply to certain types of business, and/or a federal business number, which is often necessary for tax purposes.
Limited partnerships (LPs)
- Limited Partnerships are a more sophisticated business form, are creatures of specific provincial statutes. Their use alleviates liability concerns to some extent by allowing the creation, within a partnership arrangement, of limited partners whose liability is limited to their respective contributions to the partnership. The quid pro quo, however, is a prohibition on participation by a limited partner in the “control” of the business of the partnership. If this is a concern, establishing the LP under Manitoba’s Partnership Act can be considered. That legislation has the advantage of allowing limited partners to actively participate in the business without incurring liability to third parties, provided that those third parties are on notice about the limited partner’s status. Limited Liability Partnerships The “limited liability partnership” (LLP), which is distinct from an LP, is a special form of partnership recognized in most Canadian jurisdictions. Its application is generally limited to professional services firms.
Limited Liability Partnerships
- The “limited liability partnership” (LLP), which is distinct from an LP, is a special form of partnership recognized in most Canadian jurisdictions. Its application is generally limited to professional services firms. The New West Partnership Trade Agreement, referred to above, reduces duplicative filings for participating LPs and LLPs (as well as co-operatives) that conduct business in multiple western Canadian jurisdictions.
Corporations
A corporation is a legally established entity that can enter into contracts, own assets and incur debt, as well as sue and be sued—all separately from its owner(s).
A corporation is created when a business is incorporated by an individual or a group of shareholders with a common goal. Shareholders share ownership of a business, as represented by their holding of stock shares.
Corporations have limited liability. Their shareholders profit through dividends and stock appreciation, but they are not personally liable for the company’s debts.
The choice between provincial and federal incorporation depends on your business’s goals and scope. Provincial incorporation is generally simpler and more cost-effective for businesses primarily operating within a single province. Federal incorporation offers broader name protection and the ability to operate across Canada and internationally, but comes with higher initial costs and more complex ongoing requirements.
Forming a Corporation
These are the basic steps it takes to form a corporation:
- Decide on a name. Some of the key factors in choosing the right name include memorability, relevance, and simplicity. It’s also important that the name is available. You can conduct a trademark search to see if it’s free or if someone’s already claimed the name.
- Name a registered agent. This person must have a physical address in the Province in which the business is registered so they can receive any legal documents necessary to run the business.
- The business may be incorporated provincially or federally. File articles of incorporation with the province or with the state and file any registration fees.
- Establish corporate bylaws. These are rules that highlight how the corporation will be run and how it will be structured.
- Hold a board meeting and issue shares.
- Get a business registration number (BIN), you need this to file taxes and open bank accounts.
Advantages and Disadvantages of Forming a Corporation
Pros
- Limited liability to owners/shareholders
- Ability to raise capital by selling shares
- Some corporations get beneficial tax treatment
- Advantages when recruiting employees
Cons
- Time consuming to form and operate
- Requires complex paperwork
- Costly to form
- Some corporate entities may be double taxed
Legal Requirements of Corporations
Each province has distinct laws regarding incorporation. Most provinces require the owners to file articles of incorporation with the state then issue stock to the company’s shareholders. The shareholders elect a board of directors in an annual meeting.
Operating a Corporation
The shareholders of a corporation typically receive one vote per share and may hold an annual meeting during which they elect a board of directors. The board hires and oversees the senior management responsible for the corporation’s day-to-day activities.
The board of directors also executes the corporation’s business plan. Although the members are not personally responsible for the corporation’s debts, they owe a duty of care to the corporation and may incur personal liabilities if they neglect this duty. Some tax statutes also provide for the personal liabilities of the board of directors.
Cooperative
You can create a cooperative under the Canada Cooperatives Act (Coop Act) by filing an application with Corporations Canada.
A co-operative is a business founded by an association of persons seeking to satisfy common needs, such as accessing goods and services, selling products, or improving their quality of life. Unlike traditional businesses that pay out their profits to shareholders, co-operatives redistribute their profits to members in proportion to their participation. This model is based on a key principle: each member gets one equal vote in decisions, regardless of their financial contribution.
Co-operatives enable their members to pool resources (for example: expertise, capital, infrastructure, etc.) to create new opportunities, encourage growth, and strengthen their competitiveness. While their primary motivation is often social, they are also economically viable and profitable.
Our primary responsibilities include:
- Advising and guiding the company through the process of starting a business. This involves the necessary steps to create a company, such as filing the right paperwork and adhering to specific regulations.
- Another key part is management. Our lawyers outline how a company should be run along with the roles and responsibilities of directors and managers. This ensures that companies are governed effectively and transparently.
- Drafting and reviewing legal documents such as privacy policies, corporate bylaws, partnership agreements and other business documents.
- Advising companies on corporate governance and adherence to legal requirements, ensuring compliance with the law, businesses must follow various legal rules at federal, provincial, and local levels. Our Corporate Governance team helps ensure that companies adhere to these regulations, which is crucial for avoiding legal issues. And offers practical and effective governance strategies tailored to the specific needs of our clients.
Understanding Corporate Governance
Corporate governance encompasses the processes, principles, and policies that guide the relationship between a company’s management, board of directors, shareholders, and other stakeholders. Its core purpose is to balance the interests of these groups while ensuring accountability and transparency.
The Canadian Business Corporations Act (CBCA) outlines fundamental duties for directors and officers, specifically the duty of care and the duty of loyalty:
- Duty of Care: Directors and officers must make informed decisions, exercising the diligence of a “reasonably prudent” person. This involves seeking relevant information, evaluating risks, and considering all material facts to prevent mismanagement.
- Duty of Loyalty: This duty requires directors and officers to act in good faith, prioritizing the corporation’s interests over personal ones. It prohibits conflicts of interest and self-dealing, ensuring that management remains focused on long-term success.