Corporate and Co-op Services

 

Shareholder and Partnership Agreements

If you operate your business with other individuals who are going to be shareholders of your corporation or your partners, you need to negotiate the terms and expectations that you have with one another to avoid uncertainty, protect your interests, and to advance the business.

Many individuals have failed to establish these agreements early in their business when everyone is excited with the business opportunity, eager to proceed and the thoughts of the individuals are fairly consistent with each other. Many of these same individuals are disappointed to learn how difficult and expensive it can be to enforce their rights in the business when there is a disagreement with their partner, a partner dies, becomes disabled, or divorced or when a partner has to voluntarily leave due to family circumstances. 

Purchase and Sale of a Business or its Assets

As a purchaser, there are many issues that you need to consult a lawyer for including draft and/or review of the offer to purchase, tax considerations, corporate organization, payment of deposits, obtaining purchase financing, securing the business lease in your name, transferring the telephone numbers and ensuring that all of the assets or shares that you acquiring are free and clear of any other interests. Glenford can assist you with these issues and will work with you to develop a strategy to operate the business after the closing date.

As a seller, it is important to have lawyer review the terms of the offer to purchase, enforce the payment terms, discharge any encumbrances, negotiate lease assignments for the premises and equipment, assist with the transfer and/or termination of employees, and the minimization of any liabilities associated with the business after the closing date.

Corporate Changes, Governance, and Finance

Many of Glenford's clients use multiple corporations to conduct their business in the past in order to complete various financings, purchases of other businesses, and to operate different aspects of the their business. Some of these clients have determined that the extra corporations are no longer required or limit their tax opportunities in relation to the small business limits and have therefore determined it to be advantageous to amalgamate their corporations.

When instructions are received from a client to amalgamate its corporations, Glenford works with the client and its accountant to ensure that the resulting corporation is structured in the manner that is best for the client's business in the future while at the same time as being careful not to trigger a deemed fiscal year end.

Extra-provinciality

If you are incorporated in a province or territory and are moving all or part of your business to Ontario and will be opening an office or other permanent location, or are doing business in Ontario, you will need to register your corporation through a process known as extra-provincial registration.

If you are looking to move all of your business affairs to Ontario and discontinue your business in your current province, you can have your corporation continued into the Province of Ontario. Then, upon completion of your physical move, your accounting and tax information intact.