Business and Corporate Lawyer in North York, Toronto

We help you choose the right incorporation structure for your business and handle the entire setup process. This includes preparing articles of incorporation, setting up your initial share structure, creating your corporate minute book, and filing with the appropriate registry. We advise on the differences between Ontario incorporation under the Ontario Business Corporations Act (OBCA) and federal incorporation under the Canada Business Corporations Act (CBCA), including which option makes sense based on where you plan to operate. We also assist with named and numbered corporations, Professional Corporations for regulated professionals, and Personal Real Estate Corporations (PRECs) for real estate agents in Ontario.

A well-drafted shareholder agreement protects everyone involved in a corporation. We prepare agreements that cover voting rights, share transfer restrictions, buy-sell provisions, drag-along and tag-along rights, dispute resolution mechanisms, and exit strategies. For existing corporations, we review and update shareholder agreements to reflect changes in ownership or business direction. We also handle corporate governance matters including annual resolutions, director and officer appointments, and compliance with ongoing corporate filing requirements under the OBCA or CBCA.

Purchasing or selling a business is one of the most significant transactions a business owner will undertake. We guide clients through every stage, from the initial letter of intent through due diligence, purchase agreement negotiation, and closing. We advise on the differences between asset purchases and share purchases, including the tax and liability implications of each structure. Our work includes preparing or reviewing non-compete and non-solicitation clauses, transition planning, and coordinating with accountants and other advisors to ensure a complete and well-documented closing.

If you are starting a business with one or more partners, a formal partnership agreement is essential. We draft agreements for general partnerships, limited partnerships, and joint ventures that clearly define each partner’s capital contributions, profit-sharing arrangements, management responsibilities, decision-making authority, and exit procedures. A properly structured partnership agreement prevents disputes by addressing potential conflicts before they arise. We also advise on whether a partnership or a corporation is the better structure for your specific situation.

Keeping your corporation in good standing requires regular maintenance. We assist with annual return filings, corporate minute book updates, share transfers and issuances, amendments to articles of incorporation, and changes to directors or officers. For businesses that need to restructure, we advise on share reorganizations, corporate amalgamations, and voluntary dissolution. Whether you are winding down a corporation or reorganizing for growth, we handle the legal and filing requirements so that your corporate records remain current and compliant.