Corporate Law

Our team of business lawyers are committed to helping you establish and grow your business. We have a practical understanding of what’s involved in running a business, and we are a full legal services firm to clear your legal worries related to your business. We will discuss your particular business with you and tailor our advice and representation to your specific needs.

 

We are experienced in and are able to advise you and assist you with all business law matters including:

  • Incorporations

  • Corporate records and filings

  • Shareholder and partnership agreements

  • Purchases and sales of businesses 

  • Mergers and acquisitions

  • Franchises

  • Commercial financing

  • Joint venture agreements

  • Commercial contracts

  • Tax-effective reorganizations

  • Partnerships

 

For your business law needs, please contact our solicitor team.  If you would like to book an appointment with a business lawyer, please request an appointment with the leader of our solicitor team, Joyce Ling or Danna Shan.

 
 

Frequently asked questions

Corporate Law

Q: How do I know if I need a corporate lawyer?


A: If you are going to start a business or currently run an existing business, you should consider consulting a corporate lawyer. A corporate lawyer can assist you with incorporation, drafting legal documents and agreements, limiting your liability, structuring your corporate finances, and ensuring your business’s compliance with statutory requirements. It is always preferable to prevent a problem rather than to respond to it after it arose. Our lawyers are experienced in handling corporate matters and can assist you in preventing problems as well as resolving them in a cost efficient manner.




Q: Why is it important for me to document official actions and keep business records?


A: The law in BC requires all companies to keep certain mandatory documents and records at its records office. Examples of required records include: - the certificate of incorporation; - a signed incorporation agreement; - a copy of the company’s articles; - a copy of the company’s central securities register; - a register of directors; - minutes of general meetings, - class meetings and every directors’ meeting, - and consent resolutions of shareholders or directors; - a copy of every document filed and certificate issued by the registrar; - a copy of written disclosure records; - financial statements; - transparency register. These records must be maintained from the date of incorporation. Failure to maintain these records could result in legal and practical issues for your business. Our law firm could maintain the required records for your business and file the required annual reports on your behalf to ensure that your business remains in good standing.




Q: I run a small business in which the only shareholders are myself and my family members. Do I have to maintain a minute book?


A: Yes. All incorporated businesses, including small private businesses, have the legal obligation to keep certain mandatory documents and records at its records office. Examples of required records include: - the certificate of incorporation; - a signed incorporation agreement; - a copy of the company’s articles; - a copy of the company’s central securities register; - a register of directors; - minutes of general meetings, - class meetings and every directors’ meeting, - and consent resolutions of shareholders or directors; - a copy of every document filed and certificate issued by the registrar; - a copy of written disclosure records; - financial statements; - transparency register.




Q: What happens if I fail to maintain a Minute Book for my company?


A: Although keeping up-to-date and accurate corporate records is probably not at the top of the to-do lists of small business owners, not being methodical about corporate record-keeping can cause major headaches in a variety of situations, including:

  • Hiring an accountant to prepare tax returns? They will require your Minute Book to prepare your financial statements.
  • Before agreeing to loan money, a bank might request to see the Minute Book to confirm the company structure. If you don’t have one, you will have no ability to secure funding for loans or investments.
  • Want to pay yourself dividends? The CRA will ask to inspect your Minute Book and if it’s not up to date, it’s likely that the CRA will consider that those dividends income, and you pay tax on them.
  • Loaned money to the corporation? The CRA will ask to see the Minute Book. If it doesn’t show the loan made and repaid, the company will not be able to deduct it as an expense, and you are most likely going to be taxed and penalized.
  • Buying a company car? The government office may want to see the Minute Book before agreeing to put the car in the company’s name.
  • If the company is ever audited, the government will ask to see the Minute Book and if you don’t have one, you will encounter major delays as well as government penalties
  • Want to sell your company in the future? The buyer’s lawyer will probably ask to see a copy of the Minute Book.
If a business associate leaves the company with way more capital than he brought in and there’s no Minute Book with meetings and approvals being documented properly? You will not be able to prove the shady activity.




Q: Can I just use a template I found on the internet for the business contract?


A: Business Agreements govern very specific relationships between very specific parties and online templates rarely hold up when they’re tested. Your business is unique and finding a template that perfectly aligns with your needs is next to impossible. Having an experienced lawyer draft a proper agreement from the outset can save you thousands of dollars down the road.