General Commercial Documents
Purchase and Sale of a Business / Sale of Assets:
Purchase
Sale
Partnerships
Corporate:
Incorporation of a corporation with share capital
Incorporation of a corporation without share capital
Certificate of Amendment of Articles or Supplementary Letters Patent for a corporation without share capital
Terminating the corporate existence of a corporation on a voluntary basis
GENERAL COMMERCIAL DOCUMENTS
-drawing assignments and guarantees;
-drawing releases, acknowledgements, authorizations or directions;
-preparing statutory declarations or affidavits and attending upon execution completing proof of claim in bankruptcy or proposal and proxy including attachment of statement.
PURCHASE AND SALE OF A BUSINESS - SALE OF ASSETS
Purchase
-assisting in the negotiation of the agreement of purchase and sale;
-drafting agreements of purchase and sale;
-reviewing executed agreement of purchase and sale;
-requesting statement of creditors under the Bulk Sales Act and tax clearance certificate under the Retail Sales Act;
-conducting necessary searches for arrears of business taxes, corporation taxes and other taxes and/or rates constituting statutory liens reviewing bill of sale;
-preparing any personal property security agreement;
-searching under the Bills of Sale Act, Corporation Securities Registration Act, Bankruptcy Act, Personal Property Security Act, Bank Act and any other applicable legislation;
-searching for executions;
-reviewing statement of adjustments;
-attending on closing and completing sale;
-making all filings required under any of the above mentioned acts;
-confirming insurance coverage;
-reporting to client.
Sale
-assist in negotiating an agreement of purchase and sale;
-reviewing executed agreement of purchase and sale;
-preparing bill of sale;
-preparing statement of creditors under the Bulk Sales Act;
-obtaining tax clearance certificate under the Retail Sales Act;
-preparing statement of adjustments;
-preparing insurance releases;
-collecting and remitting retail sales tax;
-preparing statement as to payment of creditors (if required);
-appointing a trustee (if necessary) and arranging for such appointment;
-preparing consents or waivers from creditors of the seller and preparing statement of affairs;
-attending and completing closing;
-reporting to client.
Partnerships
-attending conferences, advising, obtaining instructions;
-drawing, revising and engrossing partnership agreements or dissolution agreements completing partnership or business registration.
Corporate
Incorporation of a corporation with share capital
-obtaining instructions, rendering basic preliminary advice as to the desirability and details of incorporation;
-conducting name search required by Regulation;
-preparing, arranging for execution and filing of articles of incorporation;
-preparation of organizational minutes or resolutions in lieu thereof of the directors and shareholders of the corporation;
-preparation of documents required to open a bank account;
-preparation of share certificates;
-completion of security registers and of registers of directors, officers and transfers;
-preparation and filing of the Initial Notice of Directors and Notice of Change;
-all necessary attendances and correspondence including reporting to client;
-procuring of share certificates;
-minute book and corporate seal and performing all other services incidental to the corporation.
Incorporation of a corporation without share capital
-obtaining instructions, rendering basic preliminary advice as to the desirability and details of incorporation;
-conducting name search required by Regulation;
-preparing, arranging for execution and filing of application for incorporation;
-preparation of organizational minutes of the directors and members of the corporation
-preparation of membership certificates;
-completion of registers of members and of registers of directors and officers and officers preparation and filing of the Initial Notice of Directors;
-all necessary attendances and correspondence including reporting to client, procuring of membership certificates, minute book and corporate seal.
Certificate of Amendment of Articles or Supplementary Letters Patent for a corporation without share capital
-obtaining instructions and all preliminary advice;
-preparing minutes or resolutions in lieu thereof of the directors and shareholders or members of the corporation;
-authorizing the amendment including any notices;
-proof of service of notices or waivers of notice in respect of any such meetings;
-preparation of articles of amendment or preparation of the application for Supplementary Letters Patent;
-arranging for execution, filing and obtaining the Certificate of Amendment of Articles or Supplementary Letters Patent.
Terminating the corporate existence of a corporation on a voluntary basis
-obtaining instructions and all basic preliminary advice;
-preparation of all requisite material;
-arranging for holding all requisite meetings, preparation of minutes of such meetings;
-arrangements for publication of all requisite notices and obtaining consents of tax authorities;
-all necessary attendances, all correspondence including reporting to client.