CORPORATE & COMMERCIAL LAW
Do I need to Incorporate?
An incorporated company is a different sort of business structure than a sole proprietorship or partnership. Although incorporation represents some additional costs and responsibilities, it offers significant advantages:
-Limiting personal liability in the event of a business failure. This protects your home, vacation property and personal assets.
-Income splitting between spouses and children.
-Alternate methods of profit distribution (dividends, fees, salaries, shareholders loans).
-Your accountant may recommend incorporation because of tax or liability advantages.
Kindly call our office for current costs to register your new company at Alberta Corporate Registry. The cost will vary depending on whether you choose a numbered or named company.
What is an Annual Return?
Corporations in Alberta must file an Annual Return at Corporate Registry each year. This means renewing the registration at Corporate Registry, updating information as to current addresses of the offices, shareholders, and directors of the company, and preparing Resolutions of the Directors and Shareholders to be signed and placed on the Company’s Corporate Minute Book. The Minute book can be maintained at either the Records Office or the Registered Office of the company. Company securities, any shareholder agreements and various notices and Resolutions of the Company are also normally kept on the Minute Book. Any corporation which does not maintain its registration by filing Annual Returns will be struck from corporate records after a period of two years.
Can we look after Annual Returns on your behalf?
Yes. If you choose us to be your Registered Office, we will look after filing annual return on your behalf, and ensure that the required Resolutions of the Director/s and Shareholder/s are prepared, signed, and filed on your corporate Minute Book in accordance with the Business Corporations Act (Alberta). Our yearly fee for this service is competitive, and is a business deduction.
What about transfers of shares & dividends?
In conjunction with your accountant’s recommendations, we will prepare the necessary transfer documents, resolutions of shareholders and directors, and updated securities as required.
Can you help me buy or sell a business?
Of course. Talk to us if you are thinking about signing any paperwork. Once an offer has been signed by both parties, changes can no longer be made unless both parties are in agreement, so it’s always important to have an offer reviewed by a lawyer before you sign, regardless of whether you are buying or selling. There is a lot of fine print in a contract, and a particular wording, or the inclusion or exclusion of particular details could have unexpected consequences. Critical clauses to watch for typically concern the transaction price, deposit(s) paid, lists of assets, transfer of real property or leases, warranties as to accuracy of information, and non-competition clauses.
Once the Offer is signed, we conduct searches, check leases and other contracts, prepare agreements and corporate resolutions, co-ordinate documentation with your bank, attend on closing and to the transfer of monies.
Should I Have a Partnership Agreement?
A business partnership may be defined by a handshake in popular novels, but a better idea is to put a partnership agreement in place. A custom-drafted agreement allows you to define what both partners will bring to the venture, how responsibilities will be shared, and how proceeds will be handled. It will also ensure that the interests of your business are protected in the event of a disagreement or exit from the business of one of the partners.
What About a Rollover?
A corporate rollover is a process by which assets are transferred on a tax-deferred basis. Generally your accountant will advise you if this is something you should be looking at, and we will prepare the documentation as recommended.
An amalgamation is when two or more corporations join to become one single corporate entity. You may be scaling back the scope of your ventures, or your accountant may have recommended this change in structure.
Other Contracts and Agreements
Protect your business and your assets while keeping the stress levels manageable by ensuring that transactions and agreements are properly documented and signed. Contact our office and we can help develop documents appropriate to each individual situation.