Business Law FAQ

Entrepreneur & Business Law 
Frequently Asked Questions

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  • From starting your business, to building and growing your business 
  • we can help you all along the way.  

For example, at LETOURNEAU LLP, we can assist you with any of the following:

Corporations
  • incorporation of a new corporation
  • incorporation of a new professional corporation
  • corporation name searches (choosing a new name for your corporation)
  • annual returns for your corporation (required by law)
  • annual resolutions for your corporation (required by law)
  • dividend declarations
  • unanimous shareholder agreements (USA)
  • employee & contractor contracts and agreements
  • reorganizations, mergers, amalgamations
  • redemption or repurchase of shares
  • reduction or addition of stated capital
  • director and shareholder resolutions
  • change of directors, officers, registered office, or by-laws
  • corporate policies, by-laws, & governance matters
  • trade name registrations
  • corporation disputes
Partnerships
  • partnership agreements
  • customer & service agreements
  • partnership dissolution
  • partnership disputes
Commercial Real Estate
  • commercial real estate
  • private & second mortgages
  • loan, security & financing agreements
  • residential & commercial leases
  • lease review and assignments
  • commercial lease review
  • rent to own and lease options
Employee Issues
  • employee contract drafting and review
  • employee disputes
  • confidentiality & non-disclosure agreements
  • non-competition & non-solicitation agreements
Miscellaneous
  • director’s indemnification agreements
  • declaration & registration of sole proprietor / partnership
  • registration of business name
  • joint venture & co-ownership agreements
  • options to purchase
  • franchise agreements
  • asset leases & rental agreements
  • registrations & searches
  • declaration of trusts
  • director’s indemnification agreements
  • Alberta pre-paid contractor sales contract (“Buyer’s Right to Cancel”)
  • website terms of use & hosting agreements
Estate Planning and Business
  • wills, personal directives, & enduring powers of attorney
  • family trusts & bare trusts
  • estate freezes
  • asset protection & risk management planning
  • powers of attorney & co-ownership
  • wealth transfer & income splitting

Frequently Asked Questions about Entrepreneur & Business Law:

Do I have to incorporate my new business:

You do not have to incorporate your business.  However, there can be advantages to doing so, such as the appearance of being a legitimate business, tax advantages, ability to be creating in your business structure and ownership, ability to obtain investment in your business and to be able to issue shares in your business, and to potentially protect your personal property from liability from creditors or others who might sue your business

Should I use a lawyer to complete my annual return?

It is wise to use a lawyer who can review your business with you and ensure you are in compliance with the Business Corporations Act.  The lawyer will often review your corporate minute book to ensure all is in order as well.  The lawyer will also usually prepare annual directors resolutions for the minute book as well to make sure your business is in compliance with the Business Corporations Act. If annual returns are not submitted properly and on time, your corporation can be struck.

Does my corporation have to file and pay taxes?

Yes.  Your corporation is a separate legal person at law, and is subject to taxes.  We will work with your accountant to ensure that all is in order so that you can keep your taxes as low as possible.  Your accountant will prepare your annual tax returns.  Your corporation is also responsible to properly remit income tax and CPP for any employees, and to properly submit GST collected by your corporation.

What is a minute book?

This is a record of your corporation.  It includes your certificate of incorporation, your articles of incorporation, your corporate bylaws, various resolutions of the directors of your corporation, your share certificates, and many other important documents.  This is extremely important to keep in good order and in a safe place in case your corporation is ever audited or sued.  Many corporations choose to keep their minute book and corporate seal stored at a lawyers office to ensure that the minute book is safe, kept up to date, and so that if the corporation is ever served legal documents, your lawyer can be aware and make you aware - this avoids having important things missed.  Your lawyer will also receive notice about when the annual return and resolutions are due, so you won't miss that important step.  

Can I change my bylaws or my articles of incorporation?

Yes - so long as there is a agreement of all of the directors of the company.  You can change most things about your corporation, so long as there is agreement of the directors.  A lawyer can provide you advice about the implications for this and the steps to take to make those changes.

How do I set up the share structure for my new corporation?

This is very case specific, and a lawyer will advise you on what the best structure might be for your situation.  Lawyers often work with your accountant to ensure the best structure so as to take advantage of any tax breaks or other considerations.

I want to buy a business. What should I be thinking about?

You may want to consider whether it should be a share purchase or an asset purchase.  Are there any liabilities (debts) that the corporation owes?  Are there employment contracts that need to be dealt with?  Will you be obliged to keep current employees?  Is the purchase going to include land or a building?  Will I need to get an environmental assessment completed? Will my bank need certain steps to be taken for me to get the loan to buy the business?  Is the corporation current?  Do I need to deal with any directors or shareholders of the company?  Can I or should I place restrictions on the seller so that they can't compete with me?  How do I keep the secrets of the company secret?  There can be many issues to deal with and potential business owners often consult a lawyer before putting ink to paper.  We can help you avoid pitfalls and make sure your business purchase transaction goes smoothly.

I want to sell my business.  What should I be thinking about?

Should I sell the shares of the corporation?  Should I just sell the assets?  How can I make sure that I can still work in my profession once I move on? Do I owe anything to my employees?  How do I make sure all my creditors are taken care of?  Can I fire or lay off any employees when I sell the business? How do I deal with Canada Revenue Agency or the banks or GST?  There can be many issues to deal with and potential business owners often consult a lawyer before putting ink to paper. We can help you avoid pitfalls and make sure your business sale transaction goes smoothly.

Learn more about our Business Law Lawyers:



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The information on this website is for information purposes only and should not be construed as legal advice.
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