INCORPORATION

Put simple, Business and Commercial Law is the body of laws on how to organize and manage a business. Generally, this encompasses the laws that govern how to start, buy or sell, open and close or bring your business from another province or country. Our experience combined with dedication and persistence will assist you in the following:

  1. Set up a new business
  2. Buy or sell existing business
  3. Negotiate and draft a commercial lease
  4. Register your lease agreement

Incorporation

Our law firm will discuss and help you choose a structure suitable for your business needs. We can incorporate your new business or manage your existing business including amalgamating, updating corporate minute updates, draft resolutions, etc. If you incorporated in a different Province and wish to bring your business to Ontario, we will communicate with your home Province and prepare Articles of Continuance, and all other necessary documents to complete the transfer.

Our Lawyers have the experience necessary to draft and negotiate commercial contracts and all the other legal aspects to start and maintain your corporate and business needs.

As part of the incorporation process we will ask you to assist us by providing:

  • The preferred name(s) of your corporation for a NUANS name search
  • The names, addresses and nationality of the initial directors and officers
  • Your company will require a President and Secretary (who may the same person) and such other officers as you may choose
  • The address for your company
  • The types of shares you wish to be able to issue. You may wish to consider using various classes and types of common shares and preferred shares, including dividend paying shares, profit participating shares, non-voting shares and others
  • Who will be receiving shares, how many and at what price
  • Who will the company’s auditors or accountants be
  • Your year-end date – typically a calendar year

Ross|Chepil will be there as your legal counsel for any questions or concerns you may have.

Business Purchases

We shall work closely with you to understand your vision and objectives in cases of purchasing or selling a business. We have assisted clients to complete dozens of acquisitions, and have become skilled at negotiating and drafting letters of intent, asset purchase agreements, share purchase agreements, shareholder agreements, and other documents involved in the transaction. Our experience will assist to build the right strategy to complete your acquisition or corporate sale as seamless and possible. As part of the process, we will help you to consider:

  • Evaluating the benefits of a share vs asset purchase
  • Identifying risks and contingent liabilities
  • Real property and equipment lease analysis
  • Security for the payment of future earn-outs and personal guarantors
  • Releases from current secured creditors and lenders
  • Conducting PPSA, bankruptcy, Bank Act, insolvency and other searches on the target corporations
  • Ensuring that you have obtained appropriate releases from Sellers
  • Drafting promissory notes, general security agreements, share pledges and escrow agreements, option plans and agreements, directors and shareholders resolutions, officer’s certificates and corporate opinions.

Commercial Leases

In order to protect your interests it is necessary to have a lease with your tenant setting out the terms and conditions of the tenancy and to ensure the lease complies with the Residential Tenancies Act

We act for both landlord and tenant in negotiating commercial leases on behalf of our clients. In most situations one of the most important documents relating to your business are the terms and conditions in the lease as parties must ensure that the lease reflects the agreement between them. In a commercial lease important aspects are as follows:

  1. The term of the lease
  2. Definitions of the leased premises
  3. Additional Rents Charged
  4. Demolition and Termination clauses
  5. Assignment Terms
  6. Options to renew on extend.