The lease you signed. The partner you brought in. The contract you shook hands on. The corporate records you never updated. Each of these is a legal decision, whether you treated it as one or not. We make sure the legal foundation under your business is as sound as the business itself.
A business owner incorporates through an online service, never sets up a minute book, and discovers the gap three years later when a bank asks for corporate resolutions before approving a line of credit. A partnership operates on a handshake for a decade until one partner gets divorced and the other discovers there is no agreement addressing what happens to the business. A commercial lease gets signed without review, and the tenant learns after the fact that the force majeure clause does not cover the scenario they assumed it would.
These are not unusual situations. They are the ordinary result of building a business without ongoing legal counsel. The cost of fixing them is always higher than the cost of getting them right the first time. A shareholder agreement that takes two weeks to draft prevents litigation that takes four to five years and costs $100,000 or more. A properly maintained minute book prevents a failed financing. A contract reviewed before signing prevents a dispute that the contract itself cannot resolve.
We act as outside legal counsel for business owners who need a lawyer they can call when a question comes up, not just when a problem has already arrived.
We incorporate businesses and set up the corporate structure properly from the start. Articles, bylaws, organizational resolutions, share issuances, banking resolutions, and a minute book that is complete and current. We advise on the choice between provincial incorporation under the Ontario Business Corporations Act and federal incorporation under the CBCA, and on the share structure that supports the tax plan your accountant is building.
We draft and negotiate shareholder agreements, partnership agreements, and unanimous shareholder agreements. Buy-sell provisions, valuation mechanisms, non-competition restrictions, deadlock resolution, and the triggers that matter most in closely held businesses. Death. Disability. Divorce. Departure. Disagreement.
We handle business purchases and sales. We advise on the difference between asset and share transactions, and why that distinction determines who carries the liability, how the tax falls, and whether $65,000 in HST applies to the deal. We manage the due diligence, negotiate the purchase agreement, structure the representations and warranties, and close the transaction.
We draft and review commercial contracts. Supply agreements, service agreements, licensing arrangements, distribution agreements, and the day-to-day contracts that keep a business running. We negotiate commercial leases for landlords and tenants. We structure corporate reorganizations, estate freezes, holding company arrangements, and section 85 rollovers in coordination with your accountant.
And we maintain your corporate records. Annual resolutions, director and officer changes, share transfers, the transparency register required since January 2023, and the filings that keep your corporation in good standing with the Ontario Business Registry.
Most corporate work in Ontario starts with a conversation between a business owner and their accountant. The accountant recommends a structure. The lawyer builds it. That relationship between your tax advisor and your legal counsel is where the real value sits, and we are used to working as part of that team.
For transactions, we lay out the process and timeline at the outset. A mid-market business acquisition typically runs three to six months from letter of intent to closing. We tell you what to expect at each stage, where the risks tend to hide, and what the deal-breakers look like before you encounter them.
For ongoing corporate work, we are available when you need us. A contract that needs review before Friday. A question about director liability. A shareholder who wants to sell their interest. A lease renewal with terms you do not understand. We respond quickly because business decisions do not wait for appointments two weeks from now.
We draft agreements for the moment when the relationship changes. Not for the handshake. A contract that only works when everyone agrees is not a contract. It is a wishlist. The documents we prepare are built for the day when someone wants out, something goes wrong, or the original understanding is no longer shared.
Your accountant recommended incorporating for the small business deduction. Now you need articles, a share structure, organizational resolutions, a minute book, and a shareholder agreement if you have partners. We set up the legal foundation so you can focus on building the business.
Asset purchase or share purchase. Due diligence. Representations and warranties. Non-competition provisions. The section 167 HST election. We handle the transaction from letter of intent through closing and make sure you understand what you are signing and what you are assuming.
A commercial lease. A franchise agreement. A supply contract. A service agreement with a limitation of liability clause you are not sure about. We review the document, explain what it means in practice, flag the provisions that create risk, and negotiate the terms that need to change.
Two or three people built something together, trust each other completely, and have no agreement addressing death, disability, divorce, or disagreement. The agreement is easier to negotiate now than it will be when the relationship is under stress. We draft shareholder agreements and partnership agreements built for the hard conversations.
Estate freezes. Holding company structures. Section 85 rollovers. Family trusts. The tax plan requires legal implementation. Share exchanges, amended articles, new corporate entities, and supporting agreements. We work with your tax advisor to execute the plan and maintain the documentation.
The minute book hasn't been updated since incorporation. No annual resolutions. No share certificates. No transparency register. You need financing, or you want to sell, and the due diligence will expose every gap. We reconstruct corporate records, bring them current, and keep them maintained going forward.
Whether you are starting, buying, restructuring, or protecting a business, the conversation starts the same way.