Experienced Corporate Lawyers Mississauga
Often our initial engagement is to assist the business owner with the incorporation of a company to carry on his or her business. Setting up your own business could be a daunting task and our business lawyers will assist and advise you on the most suitable for your business objectives legal structure. Contact us for Corporate Lawyers Mississauga.
We will incorporate your business by preparing and filing all the required documentation such as appropriate articles of incorporation, share structure, by-laws, and organizational resolutions.
When structuring your business, there may also be a need for a shareholders’ agreement if there is more than one shareholder. Thereafter, there will be annual minutes/resolutions to be prepared in consultation with the accounting advisors. Our team will guide you through the entire incorporation process, so your business’s transition is a smooth one.
We also help professionals such as lawyers, doctors, and dentists set up their own professional corporations according to the regulations of the respective self-governing bodies.
Purchase and Sale of Business (Mergers & Acquisitions)
Buying or selling a business is, and can certainly seem, complex. There are many legal issues that need to be considered and addressed. One important early decision that a buyer and seller need to make is how to structure the sale of the business. Where the business is owned and operated by a corporation, generally, the business may be sold as either: (1) a sale by the corporation of its assets; or (2) a sale of the shares of the corporation by its shareholders. It is strongly recommended that a buyer and seller consult with a lawyer, accountant, and tax advisor to get professional advice on how best to structure the business sale and to understand all of the legal, tax, and other implications in choosing an asset or share sale.
As part of making an informed decision whether to buy the business, a buyer should conduct a thorough investigation of the seller, the assets, and all aspects of the business to understand what it is buying and any issues, risks, and liabilities. This is referred to as due diligence. A buyer should consider using an accountant and lawyer to assist in its financial and legal due diligence. Generally, a buyer will want the agreement of purchase and sale to be conditional on completing and being satisfied with its due diligence.
A written agreement of purchase and sale should be negotiated and signed by the buyer and seller to set out the business and legal terms for the sale of the business. As each business is unique, an agreement needs to be tailored for the specific business and its assets and liabilities. A proper agreement of purchase and sale will set out all of the terms of the purchase and sale of the business including, for example, the price, payment terms, description of the assets or shares that are being purchased and the liabilities of the business to be assumed (if any) by the buyer, and any conditions relating to the completion of the deal.
Prior to closing, a buyer’s lawyer will usually perform various legal searches to confirm certain matters – for example, if there are any registrations filed against the seller under the Personal Property Security Act (Ontario) which form a lien against the assets or business being purchased.
In addition to the agreement of purchase and sale, there are usually a number of other documents that will usually need to be prepared relating to the transaction or the transfer of the business. To complete the deal, a buyer and seller will agree on a closing date. At the time of closing, the buyer will pay the purchase price and the buyer and seller will sign and exchange the various closing documents to transfer the assets and business from the seller to the buyer.
The Right Lawyer for Partnership Agreement
Partnerships have to be entered into after careful negotiations. This business model is the most widely used. It is also the most disputed business model. Everything comes down to the partnership agreement. An experienced lawyer can guide you through the negotiation phase of a partnership agreement. Choose our lawyers to help you draft the most profitable partnership agreement. Contact us for Corporate Lawyers Mississauga.