General Legal Services

Corporate Law

How do you Change the Name of a Corporation?

By on Mar 7, 2016 in Corporate Law

Corporations can and do change their names or get a name if known only by a number. Changing the name of a corporation in Ontario or Canada is actually a big deal. The corporation must be solvent meaning if the corporation is unable to pay its liabilities as they come due, it is not permitted to change its name. The realizable value of the assets of the corporation must also exceed the total of its liabilities. The change must also be approved by the shareholders. To change the name of a corporation, it is necessary to amend its articles of incorporation. To amend the articles of incorporation for a name change requires a special resolution of the shareholders be passed since it is considered to be a “Fundamental Change” within the meaning of both the provincial and Canadian Business Corporations Acts. A Nuans name search is also required and for federal corporations, the name must be approved by the Director at Corporations Canada to be used. It is possible to request pre-approval for that purpose. If the chosen name is rejected, you may have to obtain consents from companies or individuals using names considered to be similar or provide some other information regarding the businesses that use any names that are of concern to the Director. Articles of Amendment must be prepared, signed by a director and filed either electronically, in person or by mail or courier depending on which jurisdiction your company is incorporated in. If your company is a federally incorporated company that also does business in Ontario, you should have requested and obtained an Ontario Corporation Number when you registered your company with the Provincial Government in Ontario. You will need to update the registry once your articles of amendment have been completed. To do that, you will need to complete a Form 2 – Extra Provincial Corporations Notice of Change. It will be important to attach all relevant documentation or your Form will not be filed by the Central Productions and Verifications Branch with the province of Ontario. This could delay your ability to use the name and in turn to operate your business or start your marketing program. You may also need to obtain...

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Types of Businesses and How A Lawyer Might Help

By on Mar 31, 2013 in Corporate Law

  There are many types of businesses. This article touches on some of the key types of businesses and explains what a might be the typical role of a lawyer in providing advice or assistance to you in setting up your business or in having others join you in your business.   What does a lawyer do, how does a lawyer help with setting up a business?   A lawyer helps you to decide what type of business organization is best for you, sometimes with the help of your accountant.   Types of Businesses:   There are many types of businesses. The main types are described below. Sole Proprietorship – one owner, one decision maker, one person who is entitled to the profits, responsible for the risks and exposed to liability. Partnership – two or more owners, shared decision making, shared earnings which can be shared in any proportion and based on any triggering events agreed upon by the partners. Joint Venture – a type of partnership usually limited in scope to a particular project or specific goal. Corporation – can have one or more owners, owners are shareholders, directors run or manage the business – often owners and directors are the same person or people – benefits from limited liability. Limited liability means that without more, personal assets are protected. Sometimes the type of business structure is chosen for you depending on the people you are working with and the type of work you are doing.   How does a lawyer help with each of these?   Sole Proprietorship – People tend not to get help from lawyers to form a sole proprietorship, but, might seek help when entering into agreements with suppliers or service providers either to prepare or draft the agreement or when obtaining loans. Partnership – People often seek help with getting a partnership agreement put into place to set out their agreement. It can be very helpful to have a lawyer assist with things like what the parties ideas are about the types of contributions each partner is to make in terms of money, time, and other assets, entitlement to get involved in other businesses, what happens if someone gets sick temporarily, permanently or...

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Solicitation

By on Sep 30, 2011 in Corporate Law

  The article below, regarding solicitation addresses an area relevant to employers and employees alike. This is because employers often ask employees to sign non-solicitation clauses, sometimes called restrictive covenants and employees agree to them, usually when starting a new job. What do these clauses mean for employees? How effective are they for employers? This document provides general information about solicitation. It is not to be relied on as legal advice and you should consult a lawyer for advice related to your own specific circumstances.   What is solicitation?   The Concise Oxford Dictionary of Current English, 5th Edition defines “contact” as touching, get in touch with. “Solicit” is to invite, make appeals or requests to, importune, entice, ask earnestly for. Further definitions of solicit include to seek assiduously, ask consistently, plead for and so on. It is generally accepted in law that solicitation of customers by a former employee requires the overt and active participation in contacting customers for the purpose of gaining their business in favour of the customer continuing to business with the former employer, but, what does that mean and when is indirect conduct enough? Breach of an obligation not to solicit can result in significant liability to the employer and to the new employer.   What type of activity is not considered to be solicitation?   Sometimes an employee who has left a business will want to contact former clients or customers of their former employer to let customers know that he or she has left the business and has gone to another employer or opened his or her own business. Would this amount to solicitation? Does it matter whether, as a result of the contact, a customer decides to transfer their business to the new employee or employer as the case may be.   Is contacting former customers acceptable?   This issue was addressed in a case involving an independent insurance adjuster who had left his the company he was providing services to. He notified, as a courtesy, companies for whom he had acted that he was leaving the company and opening his  own office. A customer who left the company to go to the adjuster’s new company gave evidence that the adjuster...

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