Business & Corporate Law
Shirtliff Hinds Law provides, from our offices in Newmarket, business, corporate, and commercial law services to small and medium businesses, and to individuals dealing with businesses. Shirtliff Hinds Law corporate law clients are mostly in York Region, stretching from Thornhill, Vaughn and Markham in the south, through Richmond Hill, Oak Ridges, Aurora, Newmarket, Bradford, and beyond.
Shirtliff Hinds Law Newmarket-based Corporate practice group can help you establish a new business, keep your current business going, manage risk, help you merge your business or acquire another, and ultimately, sell or dissolve your business. Let a Shirtliff Hinds Law corporate lawyer balance the scales.
- Incorporating a Business in Newmarket and York Region
- Shareholders, Partnerships and Joint-Ventures
- Joint Ventures can be a Business Structure
- Corporate Structures, Record Keeping, and Finance
- Mergers, Sales and Acquisitions of Companies
- Supplier Contracts
- Trademarks and Copyrights
- Commercial Leasing Agreements
- Franchise Law, Advising Franchisees in Newmarket
- Construction Liens
- Consumer Protection in Newmarket
If you’re starting a new business, your first need for Newmarket corporate law services will be to secure advice on the company structure. Shirtliff Hinds Law corporate lawyers will guide you through the various vehicles that exist for the purpose of carrying on a commercial enterprise, and will help you with all preliminary major decisions, such as:
- Should your new business be a sole proprietorship, where you are the only owner?
- What are the business law advantages and disadvantages of a partnership?
- What are the business law advantages and disadvantages of incorporation?
- And are there other structures available to Newmarket business owners in specific professions, and as sub-sets of incorporation?
- Is starting a not-for-profit a good way for you to advance your interests?
Not only must you understand the differences in how a business can be formed, you need to understand where, in geographic terms, you want the business to be registered.
Shirtliff Hinds Law corporate law group lawyers can guide you through understanding the pros and cons of registering in Ontario, registering in any other province or territory, or registering federally.
For instance, one aspect to consider is whether you believe that you’ll be operating in several provinces or across provincial borders. If that is the case, we can help you consider the costs and benefits of incorporating federally. If your operation intends to carry on business primarily in the province of Ontario, and you do not need to rely on broader intellectual property protection, we might more strongly consider provincial registration. Each alternative form of registration has requirements and restrictions that you will have to understand and that will inform your decision.
Service Ontario does not offer advice, but it does provide information, and some warnings.
The federal government provides good information, too. The corporate lawyers at Shirtliff Hinds Law in Newmarket can help you with the right structure for your new company or business venture.
Individuals participate in the operations of business in a variety of ways. Owners, shareholders, partners, and officers of businesses can share in the ownership, management, and profits of a business.
The Shirtliff Hinds Law Newmarket corporate lawyers can help you understand the options, and then set up the agreements needed to own, manage, and profit from business entities in ways that will meet your individual goals.
A corporation is owned by its shareholders. These are, usually, people, but businesses, a trust, or a mutual fund can also be shareholders in businesses.
An incorporated business has at least one class of shareholder, and if there is only one class, each shareholder has the right to vote, the right to receive dividends if there are any, and a share in whatever is left over after a company is dissolved.
A company can have multiple classes of shares.
Shareholders may, but do not need to work in the business.
The Government of Canada has some easy-to-understand information on the principles of shares and shareholders.
Shirtliff Hinds Law corporate lawyers can guide you through the intricacies so that you can manage your risk and maximize your rewards from your business.
A partnership has some similarities to a sole proprietorship and some similarities to a company. Special rules, obligations, and advantages accompany a decision to form a partnership, and many of these factors depend on what type of partnership is established. As with a company, the rules are highly malleable, and so require an experienced corporate lawyer to guide and advise if advantages are to be maximized.
In addition to the roles of individuals in managing a company and the allocation of risk, the form of business entity can have a significant impact on how the profits of the business are earned and how they are taxed. For instance, a company is a separate legal entity that pays its own taxes whereas the income of a partnership is treated as income by the partners, and the partners are taxed on the profits.
The governing documents, all of which can be drafted for you by Shirtliff Hinds lawyers, set out the rules under which the company will be managed, the activities that the company will undertake, and how profits will be used or paid out.
Shirtliff Hinds Law lawyers can help you sort through some confusing aspects of the applicable law. For instance, sometimes “partner” is used as a job title where the individual does not have any ownership interest in the organization. Many professional firms including law firms and accounting firms use “partner” as a title to connote seniority that might come with ownership even if the “partners” don’t have an ownership stake in the firm. Partnerships sometimes refer to senior staff as partners, and senior staff who own part of the firm as equity partners. Just the word “partner” can cause costly confusion if not well understood.
Please see “Newmarket Lawyers” for comprehensive biographies of Shirtliff Hinds Law lawyers and other staff.
Shirtliff Hinds Law’s corporate lawyers can help clients create joint ventures. Joint ventures are a unique combination of legal entities usually designed to pursue a specific opportunity.
Joint ventures are often similar to partnerships between corporations, with income and obligations belonging to the participating organizations that are working together. It is sometimes difficult to determine what the underlying entities are, and they have a wide range of alternatives to share responsibilities, risks, and rewards. A joint venture is a combination of two or more organizations co-operating. A joint venture is not necessarily a separate legal entity. When no separate legal entity exists the joint venture is not a tax-paying entity. In this case, the participants would be taxable to the extent of profits.
Shirtliff Hinds Law corporate lawyers can set up an incorporated or equity joint venture, where two or more founding organizations become shareholders in a new corporation established to meet the joint venture’s objectives. This new equity joint venture is a separate legal entity capable of carrying out all the functions of a corporation such as sending out invoices, collecting income, and paying taxes.
A variation on joint ventures is the Public Private Partnership where a government and a private business (or publicly traded company) join together to accomplish some goal.
Perhaps the best known public private partnership in Canada was Highway 407, before the Ontario government sold its share in April 1999, for $3.1 billion.
It takes more than a CPA to keep track of the numbers in many businesses. The financial knowledge of Shirtliff Hinds Law Newmarket-based corporate lawyers is important at many stages of the operations of our clients.
Financial acumen is important in setting up a business vehicle, assessing and managing risk, allocating responsibility and fixing operating rules and by-laws.
Skill in managing the financial aspects of business is also important in helping clients ensure efficient management of opportunities and risks, and in assisting with dispute resolution. For instance, before buying a business, it is important to know the status of suppliers and customers, as well as keeping track of numbers-based non-financial situations. For example, diversity programs and foreign trade rules.
Compliance is the term that covers ensuring that businesses obey all the various applicable rules and regulations within their industry. For instance, the rules builders must follow in making payments to municipal and provincial governments at various stages in a building project, or filing health and safety reports may be requirements to maintain compliance.
There are also situations where a business owner or investor wants a business or commercial lawyer familiar with finance law or record keeping to make sure that the requirements agreed to in a contract are followed and met.
Shirtliff Hinds Law, York Region, business and commercial practice lawyers often work in association with lawyers from our other practice areas, such as Criminal Defence Law and Family Law, where keeping track of finances is particularly important.
Here’s an example: If you have a new client you suspect has no intention of paying you in full and on time, perhaps bringing a Shirtliff Hinds Law criminal lawyer into the discussion, to add some fraud prevention clauses to the paperwork, and better ensure that you will get paid.
Another example: Imagine you and a trusted business associate are planning on setting up a partnership or a private corporation. Over lunch, he mentions that he and his wife are not happy. Spousal claims during divorce or separation can drastically change the nature of the business partnership.
That’s a signal to tell your Shirtliff Hinds Law lawyer to make sure any shareholders or partnership agreement is written carefully. It’s time to call in a Shirtliff Hinds Law family law lawyer to explain the rights and obligations tied to this person’s shares if the marriage evolves into a separation, and later a divorce.
Most business owners would like to see their companies grow. A common path to growth is simply selling more products and services at higher prices while cutting costs. However, your business may be able to grow much more quickly by merging with another firm. Or, it can buy or acquire a compatible business. And, very often, there comes a time when business owners decide it’s time to sell. The corporate lawyers at Shirtliff Hinds Law in Newmarket can help.
When you look at your “future spouse” so-to-speak in a merger or an acquisition, it’s imperative that you know who that other business actually is, how it operates, what kind of reputation it has, and how the two companies would fit together, legally and operationally, with people at each firm.
And if you are selling, we can help with contracts that make sure you get paid.
Frequently, the seller is obligated to stay on, working for an agreed-to period of time, and frequently the seller’s income from the sale is based on predictions of how well the company will do, under new ownership. And there are lots of other legal issues if the sale is to, or by, other family members.
We also can offer help when shareholders or partners find their alliances in trouble, and this results in division of property, including shares. And similar share ownership can take place after a shareholder’s death.
You can find yourself at a Board meeting facing your partner’s widow, or sitting beside your partner, with half the shares he used to have, and a former spouse, with the other half of those shares. For that matter, maybe it’s you with half the shares you used to have, and your ex-wife sitting across the table.
Shirtliff Hinds Law’s corporate and commercial lawyers can help you prepare for these developments.
It is also critical for business owners to have a not just a clear succession plan for their company, but a Will as well. There are a number of serious problems that arise when a business owner dies intestate (without a Will). We urge our clients at Shirtliff Hinds Law to read our Wills And Estates section and to speak to one of our Wills And Estates lawyers in Newmarket.
Sales, marketing, supply and operations contracts, and their related legal issues are related primarily to the products and services an organization invents, manufactures, distributes, sells, services, and promotes. This is in contrast to what we refer to as Administrative Law, in corporate structures, record keeping, and finance.
Making sure your advertising meets federal and provincial regulations can be difficult for a newly established business.
Doing business across borders can be a problem. Can you send a service technician to Connecticut? Can customers from China come to Canada for training? How do you make sure you get your progress payments from another country?
Copyright and trademarks matter. Can you use pictures of your customers in your advertisements? Can your customers put your logo on their trucks? We’ve got an Intellectual Property Group to help you.
Keeping in touch with your corporate lawyers and having regular well managed discussions about possible business problems, is usually well worth the legal fees.
The first time you need to think about intellectual property law takes place before you even have a company. What are you going to call this company you are going to start? And, as we explain in the section “Incorporating a Business in Newmarket,” if you register your business in Newmarket, you must be sure you will have, upon registration, the right to use the name in Ontario. In other words, that no one beat you to it.
If you choose to register under federal law, you must then register in the provinces and territories where you anticipate you will operate your business. This means you must select a name that is not already registered in the other provinces you’ll expand to.
Once your business is running, you’ll probably get involved in the confusing law-based art and science of Intellectual Property Law (IP), primarily trademarks, and copyrights. Copyrights and trademarks are often confusing concepts.
Both serve to protect the people who created something. The intellectual property rules are different for a machine, its related instruction manual, and related advertisements and its web site. Its YouTube posting must follow different, but overlapping intellectual property rules, too.
Here is the Government of Canada’s Guide to Trademarks.
This kind of identification, linking individuals and businesses to product names, logo designs, and even the colors of products sold by your company, sometimes within a province, sometimes within Canada, and sometimes internationally can help build the image of your organization.
But what happens when a competitor copies you? Our copyright and trademark lawyers at Shirtliff Hinds Law in Newmarket can help you protect both the appearance and the ideas of your organization.
Your business needs a place to operate, and it may need machinery, whether that machinery is computers or bulldozers. Our Shirtliff Hinds Law Newmarket business and commercial lawyers, and our real estate specialists, can help you on either side of business leasing transactions, including advice on whether leasing is better than buying in York Region and across Ontario.
If you want to rent space in someone else’s factory, take over an entire floor in an office tower, or buy multiple units in a strip mall and rent then out, we can help. We can help if you own the office building or the strip mall as well.
Here is a good example of where our corporate, commercial and business lawyers are valuable is in dealing with company vehicles:
Company vehicles are often leased instead of purchased, and give rise to a multitude of accounting, legal, and tax considerations. It takes a Shirtliff Hinds Law business and commercial lawyer to guide you through the questions about personal leases or company leases, and what lease is the best bet for you.
Leasing can lead to problems; so can buying, of course. If you sell the company, is the buyer forced to take over the truck leases?
Shirtliff Hinds Law lawyers can help you resolve difficult issues related to commercial leases so that you can avoid falling behind in your rent. Take action early. Before the landlord strikes.
When you see business, leasing and operational problems on the horizon, call a Shirtliff Hinds Law corporate lawyer for advice on how to minimize damage, perhaps by negotiating directly with your landlord and suppliers.
Operating a franchise is perhaps the most misunderstood form of business, and that’s why before signing a franchise agreement, consulting a Shirtliff Hinds Law franchise specialist and corporate lawyer is a good idea. Franchise holders differ from other entrepreneurs in many important ways.
Sometimes a franchisee is primarily an investor, often of significant sums. In return, franchisees hope for a return on their investment. We say “hope” because returns can be unpredictable and restrictions on franchisees can be onerous. Many franchisees are required to agree to operate the franchise exactly as the franchisor dictates. For instance, as a franchisee you may find that you have little say over store or office design, but will be expected to pay for redesigns and updates.
Franchisees may have no say over the prices they charge. And in the early days, you’ll probably work for your franchise without pay. But on the positive side, if the issuers of the franchises are smart, imaginative business people, and experts in the field the franchise serves, their expertise may guide them to an excellent income stream.
You may be considering being a franchisor. You may be the person with the great idea and the industry skills and expertise, and believe that issuing franchises is the best way to expand your business.
Shirtliff Hinds Law’s corporate and commercial lawyers can help you draft your franchise agreement. Some of the topics we can help you consider, from either side of the table:
- How to start a new franchise system.
- Defending you, or your franchise company, if you are sued
- Creating new franchise agreements
- Looking over, and advising on, current franchise agreements
- Adjusting agreements as new products or services are introduced.
- Advising on the real estate aspects of a franchise
- Are rent payments involved?
- Will the franchisor issue a second mortgage or guarantee loans?
- Does everyone who needs to know understand ownership of copyright and trademarks?
- Who pays rent if the franchisee falls behind?
- Who gets sued if suppliers are unpaid?
- What happens with cybercrime events?
- Creating and ensuring the accuracy of disclosure documents
- Franchises involve a lot of intellectual property which may be controlled by multiple organizations. Who is responsible for the look of building signs, menus, catalogs and other documents, and so on?
In Ontario, the law that governs franchisers and franchisees is called the Arthur Wishart Act, 2000.
In addition, the Government of Ontario operates an excellent website, Franchising information for buyers and owners.
Governments have recognized that the construction business is different from other areas of commerce, and is more likely—for reasons well-meaning, accidental or nefarious—to involve slow payment, or attempts to avoid payment entirely, to suppliers. In Ontario, the Construction Lien Act was created to make it easier for contractors to collect money they are owed, by creating a construction lien. If you find it necessary to use the construction lien remedy, contact a Shirtliff Hinds Law corporate lawyer.
A construction lien is a claim made against a “property” by a contractor or other “professional” who has supplied materials or labor for work on that property. “Property,” of course, reaches back to the owner of the construction project, whether it’s an addition to a home, or an entire subdivision. And “professional” is not limited to engineers and architects, but covers tradesmen and laborers. Contractors may be individuals or companies.
The Construction Lien Act was updated on July 1, 2018.
While the original intention of the Act, and the intention of the updates, is to have a simple way of ensuring men and women involved in construction get paid promptly, the law was and will be very complicated. The corporate lawyers at Shirtliff Hinds Law in Newmarket can help you understand it.
Most often when people think of liens, it’s on the side of the contractor looking to collect. You can be on either side in a construction lien case. And you can represent yourself, if you are up to the challenge. Shirtliff Hinds Law corporate lawyers frequently represent entities who seek to enforce liens as well as entities who find themselves or their assets subject to a lien.
Regardless of your role in the issue, Shirtliff Hinds lawyers can help you.
In the world of construction liens, there’s often another side. The failure to pay is not always based on inability to pay or a deliberate attempt to avoid obligations; rather, it is based on dissatisfaction with the work performed. Sometimes a construction lien is entirely unrelated to job quality.
If you are the unhappy client of a contractor and withhold payment in an attempt to get sloppy work done better, you may inadvertently get caught in the construction lien process.
Perhaps the most important function of our business, commercial and corporate lawyers is to explain the options to a contractor wishing to issue a construction lien, or an owner wanting to withhold payment for a job that doesn’t meet expectations.
Our federal government works hard to offer protection to Canadian consumers. If you visit the Office of Consumer Affairs web site you’ll learn about the federal government’s perspective on and engagement in consumer protection. Corporate, commercial and business lawyers at Shirtliff Hinds Law help businesses work their way through complicated legislation.
Here is a link to Federal consumer protection legislation.
Here is a link to Provincial and territorial consumer protection legislation.
If individuals or businesses feel they are being deceived and cheated, they can come to a Shirtliff Hinds Law corporate or commercial lawyer, and ask us to negotiate refunds, provide additional products to make up for the shortfall, or even work with York Region or Ontario Provincial Police fraud squads.