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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.
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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. Additional 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.
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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.
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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
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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.
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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.
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