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401-60 St. Clair Avenue East, Toronto, Ontario M4T 1N5
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Corporate Contract Law


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
– assisting 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
– preparing organizational minutes or resolutions in lieu thereof of the directors and shareholders of the corporation
– preparing documents required to open a bank account
– preparing share certificates
– completing security registers and completing registers of directors, officers and transfers
– preparing 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
– preparing organizational minutes of the directors and members of the corporation
– preparing membership certificates
– completing registers of members and completing 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
– preparing articles of amendment or preparing 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
– preparing all requisite material
– arranging for holding all requisite meetings, preparing the minutes of such meetings
– arranging for publication of all requisite notices and obtaining consents of tax authorities
– all necessary attendances; all correspondence including reporting to client