Commercial Documents
Preparing corporate and commercial agreements
The major advantage of incorporating is that owner and company are separate entities. While the business can be sued the owners, their homes, and their personal bank accounts are safe.
The disadvantage of incorporating is that the process is more expensive and costly. Commercial agreements require additional legal and accounting support and involve two sets of taxes, your own and your corporation. And because your business will be subject to complex corporate and commercial law, you should plan on retaining legal expertise.
Howard Nightingale prepares general commercial documents for corporate and commercial business clients. Specific services include:
- Drawing the assignments and guarantees.
- Drawing the releases, acknowledgements, authorizations or directions.
- Preparing the statutory declarations or affidavits and attend upon execution.
Frequently Asked Questions
Keeping original executed copies of all assignments, authorizations, and declarations in your corporate Minute Book is essential. This ensures that if the business is audited, sold, or involved in a dispute, the legal “chain of command” is clear and enforceable.
Common in many commercial documents, an indemnity is an agreement where one party agrees to compensate the other for any losses or damages incurred as a result of the contract or a specific event. This is a high-stakes clause that requires careful legal wording to limit your exposure.
Many “standard” forms found online are drafted for U.S. jurisdictions or are outdated. Ontario-specific nuances—such as the Personal Property Security Act (PPSA)—can drastically change how a guarantee or security agreement is enforced.
Yes. Under the Ontario Electronic Commerce Act, digital signatures (like those provided via DocuSign) are generally as legally binding as ink signatures for most commercial agreements, provided the intent to sign and the integrity of the document can be proven.
An Acknowledgement is a formal confirmation that a party has received specific information or documents. A Direction is an instruction, usually to a lawyer or a bank, to pay funds or transfer assets to a specific person or entity.
A Release is a document signed by a party agreeing to give up their right to sue or bring a claim against your business, usually in exchange for a settlement or the completion of a contract. A poorly drafted release can leave “loopholes” that allow for future litigation.
These are written statements of fact that are signed and witnessed by a Commissioner of Oaths (like a lawyer). They are often required during business sales or government filings to legally certify that certain conditions—such as the payment of all employees or the absence of liens—have been met.
An assignment occurs when one party transfers their rights and obligations under a contract to a third party. This is common when selling a business or transferring a lease. Legal review is necessary to ensure the original party is properly released from future liability.
A personal guarantee is a document where an individual (usually a business owner) agrees to be personally responsible for the corporation’s debt if the business cannot pay. This effectively bypasses the “corporate veil,” making your personal assets vulnerable to business creditors.
Commercial documents are the formal legal instruments used to record transactions, assign rights, or provide security between businesses. This includes everything from Master Service Agreements (MSAs) and assignments to guarantees and statutory declarations.
Your information will always remain private and confidential.