Incorporations, Annual Minutes
Whether starting out on a new business venture, or ready to take the next step of expansion, incorporation can offer tax benefits and minimize your personal liability. The Miller Law Group can help you determine which business structure is right for you, work with your accountant to establish a share structure, file articles of incorporation, and complete the initial organization of your corporation. Going forward, annual minutes and good corporate record-keeping create an important record of your corporation’s activities; corporate records are frequently checked by Canada Revenue Agency during audits. Complete corporate records are also necessary when securing financing and/or selling your company.
For any corporation with more than one shareholder, or when considering a transfer of the company to the next generation, a Shareholder’s Agreement can provide certainty by setting out rules for the management and control of your corporation, and establishing what is to happen if one or more shareholder dies, resigns, or becomes disabled, or one shareholder wants to buy out the interest of the other. Shareholder’s Agreements can minimize costly litigation in the event of future disputes or unforeseen events, preserving the value of your corporation for purchasers and future generations.
Buying or selling a business involves a number of considerations above and beyond the sale of real estate. The Miller Law Group can meet with you to determine whether a share purchase or an asset purchase is right for you, and craft an agreement that addresses your particular business needs. A well-drafted agreement can offer you the protection and assurance that you need when buying or selling a business. Whether your business is large or small, our office has the capacity to perform the due diligence needed to ensure that the transaction is sound, keep you informed, and handle the closing and post-closing transition period with speed, organization, and efficiency.
In any business transaction, having a written contract can provide certainty, minimize the chance of future disputes, and save time and expense when disputes arise. The Miller Law Group can assist you with reviewing contracts and providing general advice, ensuring that your sales contracts and invoices contain the wording necessary to protect your interests, or drafting contracts to address your particular business situation.
The Miller Law Group provides services and assistance for employers and employees. We assist numerous employers and employees in drafting, reviewing, and providing independent legal advice on contracts of employment. For employers, having employment contracts for your staff can provide certainty and set out a clear understanding of the terms of the employment relationship. For employees, we can review employment contracts before they are signed and provide advice on how the contract would affect the employee’s interests. Both employers and employees can benefit from our advice on the statutory and common law employment regimes.
For our corporate clients, we can assist in collecting unpaid accounts with a variety of tools: promissory notes, registration of Personal Property Security Act claims, establishing collateral security through registered mortgages, construction liens, Repair and Storage Lien Act proceedings, and demand letters.
When thinking about transitioning your business to the next generation, speak to one of our corporate solicitors about ways to ensure a smooth transition that preserves your investment in the corporation and ensures its continued viability for future generations. Whether it be by drafting Corporate Wills that allow your corporate assets to be dealt with without the value of the company becoming subject to probate tax, or structuring an estate freeze that allows you to retain control of your business while allowing your successors to buy out your interest over time, our lawyers can work with you to determine what options are best for you.
Corporate Reorganizations/Complex Commercial Transactions
(Estate Freezes, Rollovers, Creditor-Proofing)
Our lawyers can assist you with complex corporate matters including corporate reorganizations such as rollovers, creation of subsidiaries, holding companies, operating companies, butterfly reorganizations, estate freezes and creditor-proofing transactions. We will work with your accountant and tax advisors to determine the corporate structure or changes that will ensure your company receives the best possible tax treatment.
The Miller Law Group has assisted a number of local arts, volunteer, and community organizations with becoming established as Not-for-Profit Corporations. This can provide groups with an organizational structure and separate legal personality that will survive changes to membership, provide protection from personal liability for its members, and can facilitate entering into contracts, grant funding, charitable registration status and other financial transactions. In addition to setting up your Not-for-Profit Corporation and obtaining your Letters Patent, we provide a comprehensive introduction to your record-keeping and information and tax filing obligations to ensure that your Not-for-Profit Corporation remains in good standing.