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Incorporator's Packages
We will attend to the incorporation
of Corporations under both the
Ontario Business Corporations
Act and the Canada Business
Corporations Act. The following
set out the particulars of each
of these incorporation packages:
ONTARIO CORPORATION
This package is a full service
package including the drafting
and electronic filing of Articles
of Incorporation under the Ontario
Business Corporations Act,
the completion of all required
organizational minutes including
all ledgers, registers and share
certificates pursuant to the terms
thereof. We will also prepare
a full reporting letter in this
regard.
CANADA CORPORATION
This package is also a full service
package including the drafting
and electronic filing of Articles
of Incorporation, initial Notice
of Directors and initial Notice
of Registered Office under the
Canada Business Corporations
Act, the completion of all
required organizational minutes
including all ledgers, registers
and share certificates pursuant
to the terms thereof. We will
also prepare a full reporting
letter in this regard.
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PROFESSIONAL CORPORATIONS
We will also attend to the incorporation of all types
of professional corporations including the preparation
and submission of all of the documentation required by
the association under which the applicable professional
is governed. Please contact us to discuss how we can help
you in this regard.
NUANS Name Search
Whether we are filing under the
Ontario Business Corporations
Act or the Canada Business
Corporations Act, a NUANS
Name Search is required to be
obtained. We will attend to the
review of up to 3 names for each
corporation and to the running
of a final NUANS report on your
behalf – additional preliminary
name searches will be completed
at an extra charge.
Ontario Initial Notice - Corporations Information Act
Pursuant to the Corporations
Information Act, each
corporation which intends
to carry on business in Ontario
is required to file an Initial
Notice or an Extra-Provincial
Initial Notice with the Ministry
of Government and Consumer Services.
We will attend to the completion
and electronic filing of the
applicable initial notice
with the Ministry of Government
and Business Services on your
behalf.
Non-Incorporated General Business Start-ups/Corporate Style Names
We will attend to the preparation
and filing of all of the documentation
required to create/renew a non-incorporated
entity under the Business
Names Act, the Partnerships
Act, the Limited Partnerships
Act or to file a business
name or style on behalf of an
incorporated company under the
Business Names Act.
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ANCILLARY CORPORATE ACCOUNTS
After incorporation, each corporation incorporated in
Canada, will be required to assess which additional accounts
they will require in order to carry on business. We will
attend to the creation of the following accounts on behalf
of any provincial or federal corporation:
- Business
Identification Number;
-
Goods and Services Tax Account;
- Retail
Sales Tax Account;
- Workplace
and Safety Insurance Board
Account; and
-
Payroll Deductions Account.
If all accounts required are created at the same time
a reduced bulk rate will apply. Contact us for more information.
Articles of Amendment
We will prepare the necessary
documents to amend the Articles
of a corporation, including required
authorizing resolution, Articles
of Amendment, and post-amendment
re-organizational resolutions,
to change the name of a corporation, to change the share structure of a corporation,
to increase/decrease the board of
Directors, and any other simple
Amendments under the Ontario Business
Corporations Act or the Canada
Business Corporations Act . We
will also attend to all of the
required filings with the Ministry
of Government and Consumer Services
or Industry Canada.
Government
Filings re: Changes of Directors
or Registered Office Address
The Corporations Information
Act requires that a corporation
making changes to its registered
office address, the names or addresses
of its Directors, or the name
and address of its agent for service,
is required to file a Notice of
Change with the Ministry of Government
and Consumer Services. The Canada
Business Corporations Act
also requires that any change
in directors or the registered
office address of the Corporation
requires that certain filings
be made with Industry Canada.
We will attend to the preparation
and filing of each of the following:
- We will obtain
a data extract for an
Ontario Corporation or
an Extra-Provincial Corporation
and attend to the filing
of an up-dated Form 1
Notice of Change with
the Ministry of Government
and Consumer Services;
and
- For companies incorporated under the Canada
Business Corporations
Act we will obtain
a corporate file search
to ascertain the current
status of the Corporation's
records and prepare and
file the required Notices
of Change of Directors
or Change of Registered
Office Address with Industry
Canada.
Secured
Transactions
We will prepare the documentation required to secure a
non-arm's length loan among either related corporations
or a corporation and its principals. These services include
the following:
- Drafting of a Promissory Note, General Security
Agreement, and attending
to the filing of a Financing
Statement under the
Personal Property Security
Act (Ontario) to perfect
said security;
- We will also attend to the filing of the following
additional documentation under the Personal Property
Security Act (Ontario):
- PPSA
Financing Change
Statement filing
to effect either
an amendment to
a registration
currently in place,
the assignment
of certain securities,
or the renewal
of said currently
registered security;
or
- PPSA
filing of Form
3C required to
withdraw a secured
interest which
is to be discharged;
- We will also
prepare all of the documentation
required to create a secured
interest under the Bank
Act.
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Other Corporate Matters
Drafting and arranging for the filing of all types of
corporate/commercial documentation under the provincial
and federal jurisdictions under the supervision of a lawyer
including the following:
- Amalgamations
- Continuances [import and export]
- Dissolutions
- Extra-Provincial Licences
- Section 85/86 Rollover documentation
- Estate Freezes
- Spousal, Family and Children's Trusts
- Shareholders Agreements
- Partnership Agreements
- Dealership Agreements
- Commercial financing documentation
- Leases
(residential and commercial)
Commercial Purchase of Sale of Assets/Shares Transactions
For all types of commercial transactions we will
draft the following documentation under the supervision
of a lawyer:
- Agreement
of Purchase and Sale
- Closing Agenda
- Bills of Sale
- Bulk Sales Act documentation including required Court filing
- Share Transfer
documentation
- All Indemnities, Releases, Warranties Bring Down Certificates, Undertakings, Authorizing Resolutions
- GST Election documentation
- All other
required corporate documentation
on a per transaction basis
including liquor licence
transfers
- Detailed report in connection with the specific type of transaction for which the services were performed including a fully bound and indexed Closing Book of Documents
Our due diligence specialists
will run all required due diligence
searches for any type of transaction
including:
- Corporate Profile Report
- Documents Listing
- Business Names Search
- Certificate of Status
- PPSA Search
- Executions Search
- Bankruptcy/Insolvency Search
- Section 427-Bank Act
- Bulk Sales Act
- Civil Litigation
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In addition to running the actual
searches we can also provide you
with a review and assessment of
the results of the searches and
make recommendations on the actions
required to be taken to remove
any liens which may exist. These
services are provided on a fee
for service basis at $100.00 per
hour.
Do the corporate records maintained by you contain:
-
The required organizational minutes?
-
The resolutions appointing accountants/auditors, approving
audit exemptions, if applicable and setting the Corporation's
financial year end?
-
Up-to-date ledgers and registers evidencing who the
directors, officer and shareholder are of each of your
corporate clients?
-
A copy of the required notices duly filed with the appropriate
governing authorities?
-
Up-to-date annual minutes/resolutions?
If your answer to any
of these questions is NO, then we can help you. Our experienced
staff will help your corporate legal department to earn
your law firm money on an annual basis with very little
effort on your part by including your law firm's group
of companies in our Corporation's Database which will
automatically generate a reminder when annuals are due
for each of the corporations for which you are the corporate
lawyers.
This is how it works...
- We conduct a full inventory of your
corporate practice;
-
We prepare a complete listing of all of your corporate
clients which is then reviewed by you;
- You would
then weed out and close
all of the companies which
you do not believe should
be maintained and we would
create your active
companies listing;
-
We would then prepare a limited summary sheet for each
company on the active companies listing which
would be provided to you for your review and information;
-
A listing of all companies with no accountant being
appointed and/or no financial year end having been set
is then provided to you for your attention and client
follow-up;
-
We would then enter the companies on your active
companies listing into our database for follow-up
on annual requirements and any business/style/partnership
expiry dates;
-
For all companies included in the database which have
the required accountant information and financial year
end set, a reminder memorandum will be forwarded to
you six months after the year end if no instructions
to proceed with annuals are received.
This initial review and database
creation would be completed
at a cost of only $99.99*
per company on the
active
companies listing
– less than $8.50*
per month per company. We
provide the option to pay
this $99.99* per company on
a monthly basis during the
first year. Once
the database is up and running,
the cost for each
new company added to
the database will only be
$5.00* per month.
This database fee includes
any up-dates of the information
included in the database,
the up-date of the corporate
summary sheet, the ledgers
and registers of each of these
corporations required as a
result of any work performed
to the said corporations which
would change the information
contained therein. ALL
OF THESE COSTS WOULD BE RECOVERED
BY YOU FROM YOUR CLIENTS WHEN
WE PREPARE THE ANNUALS EACH
YEAR.
We would then offer you an annuals package
which includes the drafting of all of the documentation
required to approve the annual matters of each corporation
incorporated under the Business Corporations Act or
the Canada Business Corporations Act.
Our staff is experienced in all types of estate work from
the creation of a simple Will and Powers of Attorney to
the preparation and filing of all documentation required
to obtain either a Certificate of Appointment of Estate
Trustee with or without a Will.
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