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Corporate/Commercial Services | Due Diligence Searches | Corporations Database Creation | Wills and Estates

 






Incorporator's Packages
We will attend to the incorporation and organization of corporations under both the Ontario Business Corporations Act and the Canada Business Corporations Act. The following set out the particulars of each of these incorporation packages:

ONTARIO CORPORATION
This package is a full service package including the drafting and electronic filing of Articles of Incorporation under the Ontario Business Corporations Act, the completion of all required organizational documentation including all authorizing resolutions, consents, subscriptions for shares, ledgers, registers and share certificates pursuant to the terms thereof. We will also prepare a full reporting letter in this regard.

CANADA CORPORATION
This package is also a full service package including the drafting and electronic filing of Articles of Incorporation, initial Notice of Directors and initial Notice of Registered Office under the Canada Business Corporations Act, the completion of all required organizational documentation including all authorizing resolutions, consents, subscriptions for shares, ledgers, registers and share certificates pursuant to the terms thereof. We will also prepare a full reporting letter in this regard.

Download form:

 

incorporation_and_organization_questionnaire.doc


PROFESSIONAL CORPORATIONS
We will also attend to the incorporation of all types of professional corporations including the preparation and submission of all of the documentation required by the professional association under which the applicable professional is governed. Please contact us to discuss how we can help you in this regard.

NUANS Name Search
Whether we are filing under the Ontario Business Corporations Act or the Canada Business Corporations Act, a NUANS Name Search is required to be obtained for any corporation which will be using a name rather than a number as designated by the governing agency. We will attend to the review of up to 3 names for each corporation and to the running of a final NUANS report on your behalf. A
dditional preliminary name searches will be completed at an extra charge.

Ontario Initial Notice - Corporations Information Act
Pursuant to the Corporations Information Act, each corporation which intends to carry on business in Ontario is required to file an Initial Notice or an Extra-Provincial Initial Notice with the Ministry of Government Services. We will attend to the completion and electronic filing of the applicable initial notice with the Ministry of Government Services on your behalf.

Non-Incorporated General Business Start-ups/Corporate Style Names
We will attend to the preparation and filing of all of the documentation required to create/renew a non-incorporated entity under the Business Names Act, the Partnerships Act, the Limited Partnerships Act or to file a business name or style on behalf of an incorporated company under the Business Names Act.

Download form:

 

business_name_filing_request_form.doc


Articles of Amendment
We will prepare the necessary documents to amend the Articles of a corporation, including the required authorizing resolutions, Articles of Amendment, and post-amendment re-organizational resolutions, to change the name of a corporation, to change the share structure of a corporation, to increase/decrease the board of Directors, and any other simple Amendments under the Ontario Business Corporations Act or the Canada Business Corporations Act . We will also attend to all of the required filings with the Ministry of Government and Consumer Services or Industry Canada.

Government Filings re: Changes of Directors or Registered Office Address

The Corporations Information Act requires that a corporation making changes to its registered office address, the names or addresses of its Directors, or the name and address of its agent for service, is required to file a Notice of Change with the Ministry of Government Services. The Canada Business Corporations Act also requires that any change in directors or the registered office address of the Corporation requires that certain filings be made with Industry Canada. We will attend to the preparation and filing of each of the following:

a.     We will obtain a data extract for an Ontario Corporation or an Extra-Provincial Corporation and attend to the filing of an up-dated Form 1 Notice of Change with the Ministry of Government Services; and

b.    For companies incorporated under the Canada Business Corporations Act we will obtain a corporate file search to ascertain the current status of the Corporation's records and prepare and file the required Notices of Change of Directors or Change of Registered Office Address with Industry Canada.

Internal Secured Transactions
We will prepare the documentation required to secure a non-arm's length loan among either related corporations or a corporation and its principals. These services include the following:

a.     Drafting of a Promissory Note, General Security Agreement, and attending to the filing of a Financing Statement under the Personal Property Security Act (Ontario) to perfect said security;

b.    We will also attend to the filing of the following additional documentation under the Personal Property Security Act (Ontario) as required:

                      i.        PPSA Financing Change Statement filing to effect either an amendment to a registration currently in place, the assignment of certain securities, or the renewal of said currently registered security; or

                     ii.        PPSA filing of Form 3C required to withdraw a secured interest which is to be discharged;

c.     We will also prepare all of the documentation required to create a secured interest under the Bank Act.

Download form:

 

personal_property_security_registration_form.doc



Tax Reorganizations and other Corporate Matters
Drafting and arranging for the drafting and filing of all types of corporate, commercial and tax documentation under the provincial and federal jurisdictions under the supervision of a lawyer including the following:

  • Amalgamations
  • Continuances [import and export]
  • Dissolutions
  • Extra-Provincial Licences
  • Section 85/86 Rollover documentation
  • Estate Freezes
  • Spousal, Family and Children's Trusts
  • Shareholders Agreements
  • Partnership Agreements
  • Dealership Agreements
  • Commercial financing documentation
  • Leases (residential and commercial)

 

Commercial Purchase and Sale of Assets/Shares Transactions
For all types of commercial transactions whereby either corporate assets or shares are purchased and sold we will draft the following documentation under the supervision of a lawyer:

  • Agreement of Purchase and Sale
  • Closing Agenda of Documents
  • Bill of Sale
  • Bulk Sales Act documentation including required Court filing
  • Share Transfer documentation
  • Ancillary documentation including Indemnities, Releases, Warranties, Bring Down Certificates, Undertakings, Authorizing Resolutions
  • GST Election documentation
  • All other required corporate documentation on a per transaction basis including liquor licence transfers
  • Detailed report in connection with the specific type of transaction for which the services were performed including a fully bound and indexed Closing Book of Documents

 




Our due diligence specialists will run all required due diligence searches for any type of transaction including:

  • Corporate Profile Report
  • Documents Listing
  • Business Names Search
  • Certificate of Status
  • PPSA Search
  • Executions Search
  • Bankruptcy/Insolvency Search
  • Section 427-Bank Act
  • Bulk Sales Act
  • Civil Litigation

Download form:

 

search_request_form.doc


In addition to running the actual searches our fees include our providing you with a review and assessment of the results of the searches together with our recommendations on the actions required to be taken to deal with any liens revealed by the searches.




Every corporation incorporated under either the Business Corporations Act (Ontario) or the Canada Business Corporations Act require that the company maintain the following records:

  • Copy of the Articles of Incorporations and any amendments thereto;
  • Organization minutes of the Corporation;
  • Resolutions appointing accountants/auditors, approving audit exemptions, if applicable and setting the Corporation's financial year end;
  • Up-to-date ledgers and registers evidencing who the directors, officers and shareholders are of each Corporation;
  • A copy of the required notices duly filed with the appropriate governing authorities;
  • Up-to-date annual minutes/resolutions; and
  • Authorizing resolutions for any and all special transactions entered into by the Corporation.

If the Corporations on your shelves do not contains these documents then then we can help you. Our experienced staff will help your corporate legal department to earn your law firm money on an annual basis with very little effort on your part by including your law firm's group of companies in our Corporation's Database which will automatically generate a reminder when annuals are due for each of the Corporations for which you are the corporate lawyers.

This is how it works...
we will attend at your office for a FREE initial consultation to assess the systems currently in place at your office to see if we could work with it or if an actual system needs to be put in place. Once we confirm what needs to be done, we will proceed as follows:

  • We conduct a full inventory of your corporate practice;
  • We prepare a complete listing of all of your corporate clients which is then reviewed by you so that you can weed out the files which must be closed;
  • Once this preliminary review and weeding process has been completed we create your active companies listing;
  • We would then conduct a minute book review and prepare a limited summary sheet for each company on the active companies listing;
  • Deficiencies for each company on the active companies listing would be reported and handled;
  • We would then enter the companies on your active companies listing into our database for follow-up on annual requirements and any business/style/partnership expiry dates; and
  • Annuals are then handled On an year-by-year basis.




Our staff is experienced in all types of estate work from the creation of a simple Will and Powers of Attorney to the preparation and filing of all documentation required to obtain either a Certificate of Appointment of Estate Trustee with or without a Will.

 

Download form:

 

wills_and_powers_of_attorney_questionnaire.doc

 

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