Your trusted Civil and Corporate Lawyers in Grande Prairie
Business Lawyers in Grande Prairie
Hayes Fry Law offers a diverse range of corporate and civil law services. We value our clients and treat all cases with the same energy and professionalism. As always, our goal is to redefine the practice of law in Grande Prairie.
Incorporating/Starting a Business in Grande Prairie:
If you are considering starting your own business, you are in good hands. The incorporation process is not costly nor time-consuming, but it is important to have the corporation set up correctly from the outset to avoid future problems and not miss out on the key benefits of incorporating. Our corporate lawyers take the time to meet with you and understand your goals and objectives before determining the most suitable business structure in order to limit your liability and take advantage of tax planning.
When a client chooses to incorporate, our corporate lawyers create a corporate minute book customized for their corporation. A minute book is a collection of corporate records that are required by law to be kept up to date. These records will include the articles of incorporation, corporate by-laws, and director’s resolutions amongst others.
- The articles of incorporation contain pertinent information, such as the corporation’s name, street address, agent for service, and the amount and type of stock to be issued;
- Corporate bylaws are implemented to guide corporations by giving them the internal structure necessary for decision-making. Corporate bylaws outline the rights, powers, and responsibilities of the shareholders, directors, and officers, and when they can choose to exercise those powers;
- A Directors’ Resolution is a written corporate document that is used to record decisions made or actions taken by a board of directors. The board of directors in a corporation is responsible for making significant business decisions for the corporation, such as the issuance of dividends.
Annual resolutions need to be prepared and reviewed by the directors and shareholders of the corporation which confirm that they have reviewed the financial statements for the preceding year.
Similarly, annual returns need be to be prepared and filed with the Corporate Registry each year to comply with the Alberta Business Corporations Act. Failure to do so may result in a corporation being struck from the registry and/or a fine of up to $5,000.00 being issued.
Hayes Fry Law can act as your company’s corporate secretary to maintain the corporate minute book to ensure that your business complies with the law. If you have lost your minute book, never had a minute book, or the minute book has not been updated recently, we can help prepare one for you.
If a partnership is a better fit for your circumstances, we can draft a partnership agreement for you. Although each partnership agreement differs based on business objectives, certain terms should be detailed in the document, including the percentage of ownership, division of profit and loss, length of the partnership, decision making and resolving disputes, partner authority, and withdrawal or death of a partner.
Contract Drafting and Review:
We will ensure that all contracts, from the simple to the complex, are drafted and reviewed with the utmost diligence to meet the objectives of the client.
For example, you may want a corporate lawyer to help you draft a services agreement for your business that establishes the terms under which you provide services to your customers, how you receive payment, and other important matters. If you are perpetually chasing clients and customers for payment, it may be time to have a contract drafted that can be enforced, and allow for the recovery of damages, interest, and costs of enforcement.
Hayes Fry Law can help you implement a variety of agreements including:
- employment or independent contractor agreements;
- sales, distribution, and other product or supply documentation;
- confidentiality and non-disclosure agreements;
- non-compete/non-solicitation agreements; and
- other commercial contracts.
Purchasing or Selling a Business in Grande Prairie:
Purchasing a business can be a large undertaking and the risks should be carefully analyzed by someone with experience prior to buying or selling. Our lawyers can help reduce the risk by guiding you through the due diligence process prior to the agreement being drafted to identify problems that may arise both during and after the transaction closes.
We will draft a commercial lease agreement that is customized to suit the specific needs of our clients, and clearly set out the rights and responsibilities of both landlord and tenant.
Section 85 Rollovers:
Under the Income Tax Act, a section 85 rollover allows an individual or corporation to transfer capital property to a corporation on a tax neutral basis, meaning no tax is paid on the transfer. Preferred shares that are set at the aggregate value of the asset(s) are taken back in exchange for the transfer of the asset(s). The individual can then redeem these shares over time; the adjusted cost base portion of the fixed value preference shares can be removed from the corporation tax-free.
Section 85 rollovers can be an extremely useful tax planning tool and we work in conjunction with accredited accounting professionals to best meet your needs.
A corporate reorganization could involve a change in directors, officers, or shareholders. This occurs, for example, when a family business shifts control from parents to children, changes resulting from a relationship breakdown/divorce, or when new management or ownership comes into play. A reorganization may also include a variety of tax planning and estate planning measures.
In circumstances where you have stopped operating your business, many people do not realize that the corporation continues to exist. For example, you may cease operations in your corporation, but your corporation will continue to exist indefinitely until it is legally dissolved. In these circumstances, it is recommended that you dissolve the corporation in order to cease the liability that the corporation carries. Furthermore, as long as the corporation is active, you may continue to be personally liable for any of its taxes owed.
An amalgamation is the combination of two or more corporations joined into one. Amalgamations are used to simplify corporate structures, reduce unnecessary and unused corporations, and streamline businesses. Amalgamations may also be used to combine or shift business losses from one corporation to another. This can be an extremely beneficial tax planning tool, as unused business losses can be shifted to a profitable corporation to offset its taxable income.
Physicians, lawyers, accountants, dentists, chiropractors, physiotherapists, and optometrists can incorporate a professional corporation which allows for tax to only be paid on the income that you draw out.
Shareholder agreements set out the responsibilities of each shareholder, the terms of an exit of a shareholder, the process governing disputes between shareholders, the method for valuing shares, and the process for removing a shareholder.
Shareholders of a small business are often related parties or even family members, and the owners of a company should have a plan in place for when a shareholder wants to exit the corporation and sell their shares.
Perhaps you need a bank loan or line of credit (LOC) to acquire a new business or you want to purchase new equipment or inventory for your existing business. You may already be in talks with a major financial institution regarding commercial financing, or you may be considering taking a loan from a third party, friend, or family member.
Most large financial institutions and lenders require you to obtain independent legal advice before you sign the loan documentation. The loan will likely require a variety of General Security Agreements (GSA), personal guarantees, and Personal Property and Security Act (PPSA) registrations against your business or personal assets. In addition, the lender may require registration against real property in the form of collateral secured mortgage on your corporate or residential real property.
These financing and security documents must be reviewed by a lawyer in order to identify the rights and obligations of each party and inform you of the risks and benefits of the loan. You may want to know how you exit or what happens if you default on a payment.
We can help with this process. Our strategic advice and recommendations regarding the structuring of transactions help minimize risks for both institutional and private lenders. We also advise borrowers on their individual financing requirements, negotiate terms of loans and security documents, and seamlessly facilitate financing transactions between lenders and borrowers.