Corporate & Commercial Law

A GSA is a document often required by banks when you take out a business loan. It gives the lender a “security interest” in all your business assets. It is critical to have a lawyer review these to ensure the bank’s reach isn’t broader than necessary.

Yes. Commercial leases are not standard and are heavily weighted in favor of the landlord. We review for “hidden” costs like TMI, relocation clauses, and personal guarantees that could put your home or personal savings at risk if the business fails.

Closing a business involves more than just stopping operations. You must formally “Dissolve” the corporation, file a final tax return, cancel your GST/HST accounts, and ensure all creditors are paid to avoid personal liability for the directors.

Registering a business name (Master Business Licence) allows you to operate under that name, but it does not give you “ownership” of it. For stronger protection, you must either incorporate using that name or apply for a Trademark.

Commercial documents include everything from Master Service Agreements (MSAs) and Employment Contracts to Non-Disclosure Agreements (NDAs). Having these professionally drafted ensures your intellectual property is protected and your liability is limited when dealing with vendors and clients.

A Minute Book is the official record of a corporation’s history, including its bylaws, director meetings, and share certificates. If your Minute Book is not up to date, you may face difficulties securing business loans, selling the company, or passing a tax audit by the CRA.

In an Asset Purchase, you buy specific items (equipment, inventory, brand). This allows you to “pick and choose” and avoid taking on the seller’s past liabilities. In a Share Purchase, you buy the entire corporation. This is often simpler for transferring contracts and licenses but carries the risk of inheriting the company’s history and debts.

If your business has more than one owner, a Shareholders’ Agreement is essential. it acts as a “business pre-nuptial,” outlining how decisions are made, what happens if a partner wants to leave or dies, and how disputes are resolved. Without one, you are governed by the default (and often inadequate) rules of the Business Corporations Act.

Ontario incorporation is typically sufficient if you only plan to operate within the province. Federal incorporation provides increased name protection across Canada and may be preferred if you intend to do business nationwide or internationally, though it requires more annual administrative maintenance.

A Sole Proprietorship is simpler and cheaper to set up, but you are personally liable for all business debts and legal actions. Incorporating creates a separate legal entity, which generally protects your personal assets from business liabilities and can offer significant tax advantages as your revenue grows.