Business Law - Areas of Practice Inforation

Business Law Practice

We provide legal services and advice from starting up your business to planning, day to day management and operational matters, or carrying out your next big move and the variety of transactions and issues that you or your business may be involved in.

​Our experience includes the following [please contact us to see how we can be of assistance to you]:

• Setting up new businesses or franchises;
• Buying, selling or merging businesses whether it be the assets or the shares of the business for buyers and for sellers;
• Construction agreements, transactions and assistance and representation in dispute resolutions for owners, contractors, sub-contractors and suppliers;
• Debt collection and enforcement services for debtors and creditors;
• Employment law agreements and advice for employers and employees;
• Equipment leasing and financing;
• Financing and banking transactions and arrangements for lenders and  borrowers;
• Restructuring existing business for a variety of reasons including:
  • Bringing in key employees, investors or lenders;
  • Succession and tax planning.
• Negotiating, drafting, assisting in carrying out and in dispute resolution for a wide variety of business, commercial and corporate agreements and contracts including:
  • Commercial leases and agreements for landlords or tenants;
  • Banking and financing agreements for lenders or borrowers;
  • Business capital and investment agreements;
  • Employment agreements for employers and employees;
  • Non-Disclosure and confidentiality agreements;
  • Construction contracts for owners, contractors, sub-contractors or suppliers;
  • Distribution agreements;
  • Agreements for land and for rights in land;
  • Commercial agreements.​

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Finance and Banking Practice

From the routine financing and banking transaction to financing that is unique to your industry or needs, we act for both businesses, individuals, borrowers, and lenders and assist our clients in advising and representing them in the large variety of financing and banking dealings and transactions they are involved in.
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Our experience includes the following [please contact us to see how we can be of assistance to you]:

• Debt collection and enforcement services for borrowers and lenders;
• Financing and banking transactions and arrangements for lenders and  borrowers including:
  • Real Estate loans and financing;
  • Equipment leasing, loans and financing
  • Financing and based upon other assets;
  • retail and consumer financing and loans;
  • private equity financing.
• Restructuring existing business for a variety of reasons including:
  • Bringing in key employees, investors or lenders;
  • Succession and tax planning.
• Negotiating, drafting, assisting in carrying out and in dispute resolution for a wide variety of business, commercial and corporate agreements and contracts including:
  • Banking and financing agreements for lenders or borrowers;
  • Business capital and investment agreements; and
  • Distribution agreements.

Contract Law Practice

For whatever stage your dealings are in whether it is negotiation, drafting up an agreement to reflect the negotiations, carrying out or managing the contract, or dealing with disputes we advice and represent our clients in meeting their wide variety of contract needs which often are as unique as the transaction, industry and individual parties involved.

Our experience includes the following [please contact us to see how we can be of assistance to you]:

• Negotiating, drafting, assisting in carrying out and in dispute resolution for a wide variety of business, commercial and corporate agreements and contracts including:
  • Commercial leases and agreements for landlords or tenants;
  • Banking and financing agreements for lenders or borrowers;
  • Business capital and investment agreements;
  • Employment agreements for employers and employees;
  • Non-Disclosure and confidentiality agreements;
  • Construction contracts for owners, contractors, sub-contractors or suppliers;
  • Distribution agreements;
  • Agreements for land and for rights in land;
  • Commercial agreements.​​

Construction law Practice

Whether you are an owner, builder, general contractor, sub-contractor, lender, supplier of materials or equipment or other party involved in construction  we assist in helping our clients to balance the legal, industry or project specific and business considerations in project development, tendering, contracting, constructing and dispute resolution .

Our experience includes the following [please contact us to see how we can be of assistance to you]:

• Construction agreements, transactions and assistance and representation in dispute resolutions for owners, builders, general contractors, sub-contractors, lenders, suppliers of materials or equipment or other parties involved in construction;
• Negotiating, drafting, assisting in carrying out and in dispute resolution for a wide variety of business, commercial and corporate agreements and contracts including:
  • Tendering, Non-Disclosure and confidentiality agreements; and
  • Construction contracts. 

Employment Law PRACTICE

Whether you are a business, employer, individual, employee, or independent contractor we advise and represent on upon  employment law matters in both the civil litigation and non-litigation context.

​Our experience includes the following [please contact us to see how we can be of assistance to you]:

• Advising upon and assisting in dealing with employment and human resource matters;
• Advising upon and assisting with business activities that impact upon the increase or decrease of the workforce and changing the compensation of employees;
• Negotiating, drafting, assisting in carrying out and in dispute resolution for a wide variety of business, commercial and corporate agreements and contracts including:
  • ​Employment agreements for employers and employees;
  • Non-Disclosure and confidentiality agreements;
  • Agreements respecting restrictive covenants [non-competition and non-solicitation].

Corporate Law Practice

Whether your company it is day to day corporate governance matters, starting up a company, your next big move and the variety of transactions and issues that your business may be involved in we can assist owner-operators, directors, officers, shareholders, managers, lenders, employees and a variety of parties and their various corporate law needs.
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Our experience includes the following [please contact us to see how we can be of assistance to you]:​

•  Buying, selling or merging businesses whether it be the assets or the shares of the business;
• Restructuring existing business for a variety of reasons including:
  • Bringing in key employees, investors or lenders;
  • Succession and tax planning;
• Unanimous Shareholder Agreements;
• Business capital and investment agreements;
• business financing and lending arrangements;
• Setting up new businesses or franchises; and
• Maintaining corporate minute books & registered office services.

Commercial Real Estate Practice

There is very often a intersection between real estate law and business law whether it is property leasing, acquisition, development or financing.

We also have experience in commercial real estate including commercial leasing, commercial financing, investment and buying and selling of commercial real estate property including commercial, retail and industrial real estate.
 
We can provide legal services in negotiating and preparing the legal agreements and documents, and closing transactions and in doing so have experience acting for sellers, buyers, investors, lenders, landlords and tenants.

Our experience includes the following [please contact us to see how we can be of assistance to you]:

1. ​Construction agreements and related matters [including builder's lien matters] and we acting for owners, builders, general contractors, sub-contractors and suppliers;
2. Buying or Selling a non-residential property [Commercial Real Estate which includes all types of property such as commercial, industrial, retail, office, farm properties etc. ];
3. New home Construction including acting for owners and builders;
4. Financing or re-financing existing loans where land is used as security or collateral;
5. Construction including acting for owners, builders, general contractors, sub-contractors and suppliers;
6. Commercial and residential leasing for landlords and tenants;
7. Co-ownerhsip agreements between joint landowners;
8.  Transferring interests in and to Lands;
9. Disputes between adjacent landowners or trespassers upon land; and
10. The various and numerous other issues and interests that can arise from having an interest in and to land.

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Companies + Corporations - Incorporation Fees + Account Estimate Information

Fees for Routine Incorporations Services - Fixed Fees + Account Estimate information

For routine incorporations we can offer competitive flat fees [plus taxes and disbursements] for our standardized service and documentation  so  contact us [call, text or email] for our current fees, further details and to start the process of incorporation.


We can offer competitive standardized flat rate fees* for a standard incorporation of a corporation at Alberta Corporate Registries as follows:

• $99 for incorporation of a corporation at Alberta Corporate Registries;
• $299 for post-incorporation services [Bylaws, Issuance of Shares, Appointment of Directors, and Corporate Minute Book Preparation];
• $99 for searching and reserving a corporate name for registration at Alberta Corporate Registries;

So, please:

1. Contact us [call, text or email] for our current fees, further details and to start the process of incorporation; OR
2. Obtain your ACCOUNT ESTIMATE below.

​Have more questions but not sure you wan to contact us just yet then check out our frequently asked questions for Business Law and for Corporate Law,  and other helpful information in our Legal Updates.

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Incorporation Account Estimate*

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In addition to our fees, our account will also include disbursements, other charges and G.S.T. which are the expenses that are incurred to complete your transaction.  So, while we charge a flat rate fee for the services we provided, we also include in our account the additional expenses that are required to complete your transaction.

You can also download below an account estimate* for our standardized flat rate services:

1. Incorporation of an Alberta number company [corporation with its designating number company name];
2. Incorporation of an Alberta company with a specified corporate name; and
3. Incorporation of a Professional Corporation Alberta company for regulated professionals whose regulatory bodies allow them to carry on practice as a professional corporation [accountant, lawyer, doctor, dentist, chiropractor, physiotherapists, optometrists and other professionals]. 

ll_named_company_estimate.pdf
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ll_number_company_estimate.pdf
File Size:	250 kb
File Type:	pdf

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ll_professional_corporation_estimate.pdf
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Download File

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*  The standardized flat rate fees set forth above and in our account estimate :  a. do NOT include G.S.T., disbursements and other charges which all are be payable in addition to our fees; b.  are effective January 1, 2018 and are subject to change; c.  are based upon our standard form of documents and standard processes; d. include one half hour consultation and one half hour meeting to review and execute documents;  e.   are for non-distributing corporations incorporated in Alberta with the Registrar oaf Corporations for Alberta only with 50 or less shareholders, 15 or less Directors and at least half of the Directors of the corporation being Canadian residents;  f.  does not include unanimous shareholders agreements, agreements between shareholders; g.  Additional charges may  apply for additional time and non-standard services and documentation required.  Additional rush charges for rush services [2 weeks or less] with the rush fee ranging from a flat fee to the applicable hourly rate depending upon the circumstances.  Additional fees may apply for professional corporations as there may be additional requirements [documentation, drafting and approvals] and services to meet those requirements.  Requests to meet at a remote location [location other than Lopatka Law] or outside our standard business hours can be accommodated and additional fees may apply.  Additional terms and limitations may apply so please can contact us for more details and particulars of the legal services included in our standardized flat rate fees.

Request An account estimate For incorporations

Our standardized flat rate fees and account estimate are based upon our standard form of documents, standard services which:. For incorporations  - includes one half hour consultation and one half hour meeting to review and execute documents;  are for non-distributing corporations incorporated in Alberta with the Registrar of Corporations for Alberta only with 50 or less shareholders, 15 or less Directors and at least half of the Directors of the corporation being Canadian residents;   does not include unanimous shareholders agreements, agreements between shareholders. There may be additional fees for additional services depending upon the requirements of your matter.   Additional charges may  apply for additional time and non-standard services and documentation required.  Requests to meet at a remote location [location other than Lopatka Law] or outside our standard business hours or to have documents signed at a remote location can be accommodated and additional fees may apply.  Additional terms and limitations may apply so please can contact us for more details and particulars of the legal services included in our standardized flat rate fees.  Please see our account estimate for some of the additional details, terms and conditions. Submitting a request for an account estimate does not create a solicitor client relationship and you should not provide us with confidential information until we have been formally retained and have provided you with a retainer letter signed by a lawyer of this firm.. 

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FAQs - Business Law - Incorporations and Companies

What do I need know about incorporating my business?

There are an unlimited number of ways to structure your business, and what works best for you will depend upon your business.

For most private held corporations in Alberta, in determining how your business is structured you will need to consider some of the following:

1. Corporate Name - Set out below in "What Name Can I Choose for My Corporation" are some of the considerations involved in choosing a corporate name, or you can contact us and we can assist you in determining a corporate name. 
2. Directors - You will need to consider whom the Directors of the Corporation should be.  Depending upon the articles, bylaws and any shareholder agreements, a Corporation there is a maximum number of directors and a minimum of at least one director.  The Directors [and their mailing address] are registered as Directors of the Corporation at Alberta Corporate Registries.  There are requirements on who can be a director [a minimum number of Canadian Residents is often required] and limitations on who can and cannot be a director [a bankrupt, persons under 18 or mentally incompetent etc. cannot be directors].  Often one of the motivations to incorporate is to limit liability, the Corporation is a separate legal entity with its own liability, but Directors can as well face a significant amount of personal liability under the Business Corporations Act [Alberta] and elsewhere depending other the laws that may be applicable to the Corporation's business.  As it is important that those that are considering being a director of a company are aware of their duties, obligations and liabilities [see below  "WHAT ARE THE DUTIES OBLIGATIONS AND LIABILITIES OF DIRECTORS AND OFFICERS UNDER THE BUSINESS CORPORATIONS ACT? for more details].  
3. Shareholders  - You will need to consider whom the shareholders of the Corporation are and what shares they are to get.  The articles of incorporation for the Corporation will set out the rights, obligations and restrictions for all shares.  Shareholders Agreements will as well impact the rights, obligations and restriction on shares.  So, whether a share has voting rights [or not] is a common share [or a preferred share] will be set out in the articles.  The Voting Shareholders [and their mailing address] of a Corporation are filed at Alberta Corporate Registries.  Further, after incorporation there are yearly requirements that must be met, including Annual General Meetings of Shareholders that impact both voting and non-voting shareholders.  Set out below is "After I incorporate what are the yearly requirements under the Business Corporations Act".  There is a lot to consider in structuring ownership of the shares, and depending upon your business structure in addition to the articles of incorporation a unanimous shareholders agreement can be used to deal with the rights and obligations of shareholders.  These are just the legal considerations there are other considerations [tax, accounting, financing and banking, regulatory and industry requirements etc.] that you will as well have to consider.  Contact us for assistance in determining what share structure and shareholdings  works best for you.
4. Officers - You will need to consider whom the Officers of the Corporation are and what positions they may have.  There can be a large variety of Officers [President, Vice-President, Secretary, Treasurer etc.] and their roles can as well be varied.  Often the particular roles are set out in the bylaws of the Corporation and elsewhere.  These different roles can be very important in the corporate governance as each office has different rights and responsibilities.  Similarly to Directors, Officers can as well face significant amount of personal liability under the Business Corporations Act [Alberta] and elsewhere depending other the laws that may be applicable to the Corporation's business.  As it is important that those that are considering being a officer of a company are aware of their duties, obligations and liabilities [see below  "WHAT ARE THE DUTIES OBLIGATIONS AND LIABILITIES OF DIRECTORS AND OFFICERS UNDER THE BUSINESS CORPORATIONS ACT? for more details].
5. Registered Office and Records Address - You will need to consider where the registered office for the Corporation is as well as the Records Address.  A Registered Office [mailing address and place of business] and/or Records Address must be filed at Alberta Corporate Registries.  The Registered Office is generally where the Corporation's minute book and seal are located, where the Corporation can be formally served documents via mail or attendance to the address, and it is where the Annual Return from Alberta Corporations will be sent to [see "After I incorporate what are the yearly requirements under the Business Corporations Act" for more details].  It is very important to note that the registered office [as well as the address for service via mail] is the address at which the corporation can be served with legal documents, and if the documents are properly served then the corporation's receipt of the legal documents are deemed  so it is of utmost importance that the registered office [and address for service via mail] be located at a reliable mailing and business address.  ​The Record Address is where records respecting the business are located, and often is the head office.   There are of course additional considerations in determining suitable addresses for a Corporation and you can contact us for assistance in determining what is the right address for you.

The foregoing are some of the legal considerations involved in incorporating and there can be more to consider depending upon the particular needs of your business.

It should also be noted that in addition to the legal considerations for incorporation, there may be additional considerations such as  tax, accounting, canada revenue agency, licensing, regulatory, industry, insurance and other requirements and considerations.

Also, there are certain professionals in Alberta that are required to incorporate "Professional Corporations" that carry with it additional considerations and requirements.
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Incorporation isn't difficult, but there is a lot to consider, and there may well be more that you need to consider as your business and circumstances are as unique as you are.  While this information can be helpful it is not legal advice, and it is important that you get legal advice that applies to you and your circumstances,

We assist our clients in incorporating their business and determine the corporate structure that works for their business, so   ​contact us today to see how we can assist you ​with your legal needs.

What Name can I choose for my corporation?

In determining whether a corporate name, trade name or trade-mark is available, the following must be considered:

1. Whether the name is considered to be "available" under the applicable Business Corporations Act and regulations:
2. Whether the name or mark is considered to be "available" under the Trade-Marks Act [Canada]; and
3. Whether the name or mark has another person's reputation or goodwill connected to the name or mark such that its use would potentially cause damage to that person's rights and constitute the tort of passing off.

There are also business considerations to a corporate name such as the availability of domain names, phone numbers, social media accounts [facebook, twitter, google+, instagram etc.] which may be equally or even more important to but fall outside the scope of our standard incorporation processes.

This may or may not be an issue for you depending upon your current circumstances and future business plans are.

1.              Whether the name is considered to be "available" under the applicable Business Corporations Act and regulations.

While there is different legislation in which a company can be incorporation [each Province has legislation as well as Parliament], the separate applicable legislation and regulations that govern the use of similar or identical corporate names.
A company incorporated under Provincial Government legislation, in Alberta it is the Business Corporations Act, R.S.A. 2000, c. B-9 [the "ABCA"], will be governed by that provinces legislation, and equally so, company incorporated under the Parliament's legislation, the Canadian Business Corporations Act, R.S.C. 1985, c. C-44 [the "CBCA"], will be governed by the Federal Government's legislation.

The separate legislation have regulations governing the use of similar or identical corporate names as well there are separate Registrar of Corporations responsible for governing incorporations and tracking existing and dissolved corporations.
Generally speaking in order to incorporate a company in Alberta, or under Federal legislation at Industry Canada, a NUANS name search is required to determine if a corporate name is available, and if the name is available, then it can be reserved for a limited time period.

If the company is not incorporated within the time period provided in the search and reservation, then a new search to determine if the corporate name is available will be required.
 
The NUANS name search will provide a preliminary indication that corporate name is available.
However, the NUANS name search is NOT a guarantee that corporate name is indeed available.

2.              Whether the name or mark is considered to be "available" under the Trade-Marks Act [Canada].

Only the federal government has jurisdiction to govern trade-marks under the Trade-marks Act [Canada], which provides that some trade-marks, a  distinctive symbol or wording used to describe particular goods or services of a company as opposed to the name of a company, are intellectual property and afforded protection under the Act.

A trade-mark is a word, phrase, or symbol used in association with goods or services. Use of a mark in association with goods or services in the marketplace gives the owner certain rights to use the mark exclusively in association with those goods or services, including a right to claim damages against anyone who infringes the mark. Registration of trade-marks is not required but is provided for under the Trade-marks Act.

A trade-name for the purposes of the Trade-marks Act is simply a name used by a business. It may be a corporate name or another name used by the business. A trade-name is not necessarily a trade-mark unless it is used also to identify the goods or services of the business. It may be simple enough to distinguish a trade-mark from a trade-name where a business produces goods and the goods are sold with a mark attached to them which is different from the corporate name

A corporate name or other trade-name is not necessarily a trade-mark, and the use of words claimed to be a trade-mark in a corporate name will be only one factor the court will consider in deciding whether a trade-mark is valid.  The words must be used as a trade-mark to identify goods or services to be valid.

Confusion for the purposes of trade-mark infringement is not necessarily the same as confusion for corporate statutes.  Use of words constituting a trade-mark in a name, in some circumstances, may not be an infringing use of the mark.  Conversely, it is not certain whether a finding that one corporate name is confusingly similar to another under corporate law means that a trade-mark contained in the second name is also being infringed.

3.                 Whether the name or mark has another person's reputation or goodwill connected to the name or mark such that its use would potentially cause damage to that person's rights and constitute the tort of passing off.

There is more to "availability" of a corporate name, trade name or trade mark than a search showing that they are not registered at Trade-marks or the various corporate registries.

A person who has carried on business and created goodwill, a good reputation, under a particular trade name or trade mark, or goodwill, under that , as the Courts will in law recognize that person's right to that particular trade name through its use and creation of goodwill.

Even if a person does not incorporate, register a trade name or register a trade-mark rights to the trade name will arise by operation of the law, and if a subsequent person or corporation were to use the trade name they may be liable for the tort of "passing off' that damaging or improperly using the goodwill of the person who originally used the trade name.

While registration of a corporate name, trade name or trade mark will set a date and give the public notice that the name is in use, it in itself is not a guarantee of a right to use a name.

It is also important to note that as passing off arises from the common law, law and precedent arising from the various decisions of the Courts, the Court will afford protection to a party's goodwill where that party conducts business, beyond the boundaries of a province where it is incorporated or is extra-provincially registered, and may even include the potential markets that party may expand into.

Whether the use of a corporate name or trade name constitutes the tort of "passing off" is dependent upon the particular facts and circumstances existing before and at the time the name is used as well as existing at the time such a claim is made.  It is noted that the facts and circumstances provided are quire limited, and are contemplated to change in time.

We assist our clients in incorporating our businesses, and you can  ​contact us today to see how we can assist you ​with your legal needs.

What are the duties, obligations and liabilities of directors and officers under the business corporations Act?

While limiting liability is one of the reasons for incorporating, as it is a separate legal entity, directors and officers can in some circumstances face substantial personal liability if they fail to meet their duties and obligations.

It is important when considering your corporate structure that those that are considering being an officer or director of a company are aware of their duties, obligations and liabilities before they agree to doing so.

The Business Corporations Act (Alberta) (the “Act”), set out the duties and obligations of the directors and officers of the corporation, as well as the liability which they may incur by reason of their position in the corporation.

It is important to note that this is not an exhaustive list of the personal liability directors and officers can face under the Business Corporations Act, and directors and officers can face personal liability  beyond the Business Corporations Act depending other the laws that may be applicable to the Corporation's business.
 
The Act provides and confirms that every director and officer of a corporation owes a fiduciary duty to that corporation (s 122). This means that in exercising their powers and discharging their duties, directors and officers must act honestly and in good faith with a view to the best interests of the corporation. The standard by which this duty is measured is whether the officer or director exercised the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
  
In addition to this general duty, directors and officers are bound by the Act, the regulations, the articles, the bylaws and any unanimous shareholder agreements of the corporation. Directors or officers of the corporation who breach their duties or fail to act in accordance with the Act, any regulations under the Act, the articles, bylaws or unanimous shareholder agreements cannot escape liability through contract, provisions in the articles, bylaws, or through resolutions of the corporation. However, the Act does provide that the corporation may indemnify directors or officers against all costs, charges and expenses reasonably incurred by them in respect of any action or proceeding to which they are made a party by reason of their being a director or officer. This indemnification is only available if they acted honestly and in good faith with a view to the best interests of the corporation, or if they reasonably believed their conduct was lawful. The corporation may also purchase insurance for any liability incurred by directors or officers provided again that they acted honestly and in good faith with a view to the best interests of the corporation. A director is jointly and severally liable to the corporation if he or she voted for or consented to a resolution authorizing:
(a)        issuance of shares for consideration other than money when the consideration received is less than the fair equivalent of the money which the corporation would have received if the shares had been issued for money;
(b)       payment of dividends where
     (i) there are reasonable grounds for believing that the corporation is, or would be after payment, unable to pay its liabilities as they become due, or
     (ii) the realizable value of the corporation’s assets would after the payment be less than the aggregate of its liabilities and stated capital of all classes, or in other words, “insolvent”;
(c)        purchase, redemption or acquisition by the corporation of its own shares if there are reasonable grounds for believing that the corporation is “insolvent” or would be after the transaction;
(d)       provision of financial assistance by means of a loan, guarantee or otherwise to any director, shareholder or associate thereof, or to any person in connection with the purchase of shares of the corporation without disclosure of the transaction to the corporation’s shareholders;
(e)        payment of an unreasonable commission for the sale of shares;
(f)        payment of an unauthorized indemnity to a director or officer.

In addition, subject to certain limitations in the Act, a director is jointly and severally liable to employees of the corporation for all debts for services performed but not exceeding the equivalent of 6 months’ wages.
 
“Jointly and severally liable” means that each director is liable to pay the full amount of any damages resulting from the acts of the directors. Correspondingly, each director is equally liable, so that where one director pays all of the damages, the other directors would be liable to compensate him or her for their respective shares. Directors who are present at a directors’ meeting are considered to have consented to resolutions passed or actions taken at that meeting unless they expressly abstain or dissent, request that their abstention be entered into the minutes, or can otherwise prove that they did not consent.

According to s 123(3) of the Act, directors will not be liable if they relied in good faith on:
     (a)        financial statements of the corporation represented by an officer of the corporation or its auditor to fairly reflect the financial condition of the corporation, or
     (b)       any opinion or report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by them.
 
Directors or officers of the corporation are required to disclose to the corporation in writing the nature and extent of their involvement whenever they are a party, directly or indirectly, to a material contract with the corporation. Furthermore, there is a prohibition against the involved director voting on any resolutions considering such a contract. If the director fails to disclose his or her material interest at the meeting in which the proposed contract is first considered, any shareholder of the corporation may apply to the court to have the contract set aside. A general notice to the directors from a director or officer is sufficient disclosure of an interest in relation to any contract between the corporation and a person in which the director or officer has a material interest. The notice must declare that he or she is a director or officer, that he or she has a material interest in the contract or other contracting party, and must state the nature and extent of the interest.  General notice should generally  be given within the 12-month period immediately preceding the meeting at which the proposed contract was first considered.
 
The Income Tax Act provides that the directors of a corporation may be jointly and severally liable together with the corporation for any tax required to be withheld, deducted or remitted, including any interest and penalties related to the failure to withhold, deduct or remit. 

Similar provisions apply to GST, Canada Pension Plan and Employment Insurance amounts.

A director may be liable for failure to comply with Canadian Anti-Spam Legislation respecting electronic communications.

While this information can be helpful it is not legal advice, and it is important that you get legal advice that applies to you and your circumstances.

We assist our clients in incorporating their businesses, and you can  ​contact us today to see how we can assist you ​with your legal needs.

AFTER I INCORPORATE, WHAT ARE THE YEARLY REQUIREMENTS UNDER THE BUSINESS CORPORATIONS ACT?

For certain privately held Corporations the Business Corporations Act [Alberta] requires as follows:

1.              Filing of an Annual Return;
The Annual Return for the Corporation must be filed with Alberta Registries in order to keep the Corporation subsisting and up-to-date under the Business Corporations Act [the “Act”] on or before the last day of the month following the anniversary date of incorporation. 
If the Annual Return is not filed, in due course, the Corporation will be subject to being dissolved and struck off the register.

2.              Annual Director’s Meeting or Resolutions;
The Act requires the Directors to approve financial statements and present the financial statements to the Shareholders for their review and approval at an annual general meeting.

3.              Annual General Shareholder’s Meeting or Resolutions 
The Corporation must hold an annual general meeting of its Shareholders once in every calendar year and not more than fifteen months after the holding of the immediately preceding annual general meeting.
The Act requires the Shareholders’ to in an Annual Meeting or Resolutions attend to certain matters including the following:

1. Receive and review the financial statement approved by the Directors, and further information required by s. 149 of the Act;
2. If appropriate and applicable waive the requirement of an audit and audited financial statements;
3. Elect Directors of the Corporation as may be required;

While not a requirement of the Act, in the event that an audit is waived then the annual general meeting is also used to confirm the appointment of Accountants for the Corporation as accountants and not auditors.

Also, while not a requirement of the Act, meetings or resolutions may be required for remuneration and bonuses to officers and directors, dividends to shareholders and other matters.  There may as well be additional requirements depending upon the status of the Corporation.

The above requirements are separate and in addition to other legal requirements of the Corporation, such as accounting, tax,  regulatory, licensing, insurance and other business requirements. 

While this information can be helpful it is not legal advice, and it is important that you get legal advice that applies to you and your circumstances.

We provide the legal services required by our client's to meet these requirements, so ​contact us today to see how we can assist you ​with your legal needs.

What are the fees for incorporation?

Competitive Flat Rate Fees we can offer for routine incorporations are set out on our fees page, or you can contact us for information on our fees.