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Corporate & Business Law

Whether buying an existing business or creating a new one, we will work with you to develop the structuring and regulatory aspects of your business to reflect your unique situation.

Incorporations
Once a decision to incorporate your business has been made, we will arrange for the completion of a name search and assist you with the name selection, prepare the Articles of Incorporation and assist you in the decisions regarding the organizational and share structure of the corporation to meet the specific requirements of the shareholders for provincial and federal private or closely-held regular corporations. We also complete incorporation of charitable organizations and nonprofit entities.The company records as set out in the minute books, including organizational proceedings, resolutions and by-laws, for the newly formed corporation will be prepared together with the necessary registers and ledgers and the issuing of shares. Specialized resolutions and minutes of meetings required for changing corporate situations are also completed to reflect the desired result.

Commercial Contracts
From the preparations of Agreements of Purchase and Sale to the various searches involved in the completion of a commercial transaction to documentation, such as Bills of Sale, Leases, Subleases, Amending Agreements, Termination of Lease Agreements, Assignment of Leases, our office has completed many purchase and sale transactions for a variety of businesses. Franchise Agreements for franchising situations can be accommodated.

Corporate Restructuring
Documentation related to change of ownership of the corporation requiring the transfer of shared or mergers and amalgamations between corporations requiring the preparation of Articles of Amalgamation and Amalgamation Agreements can be tailored to suit specific needs.

Termination of Charters
Filing of Articles of Dissolution with the appropriate government department is completed when properly dissolving the corporate entity.

Proprietor & Partnership
When you are contemplating starting a new business, there are many options to consider depending on the type of business and the individuals involved.
We can create a sole proprietorship where generally one person is operating the business or create a partnership through the use of partnership agreements between individuals. Formation of specialized partnerships such as limited partnerships may also be a consideration for some clients.
Arranging for a name search to be conducted and assisting in the selection of a business name is part of our service. The registration of business names with the appropriate government department are also completed in our office.
Preparing partnership terminations and the filing of appropriate government notices of termination of business names are a necessary part of the termination of some businesses.


Shareholder Agreements
In some instances shareholder agreements are required to meet the specialized needs of the shareholders involved in the corporate structure including the occurrence of events such as shareholder disabilities or death of a shareholder usually supported by insurance.
Shareholder agreements are completed for the orderly function of a corporation on a day to day basis or to meet certain unexpected events.


Corporate Estate Planning
Planning considerations by way of structuring the corporate entity can be made when contemplating the orderly transfer of ownership of the corporation from one generation to the next with respect to family or non-family.

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© Pelech Otto & Powell Barristers & Solicitors 2012