Newsletter/Blog

New Record Keeping Requirements for Corporations that own interests in land in Ontario

As of December 10, 2016 all corporations incorporated under the Business Corporations Act (Ontario)(“OBCA”) with ownership interests in real property in Ontario have new record keeping requirements. As of December 10, 2016 all Ontario corporations with ownership in real property in Ontario must prepare and maintain at their registered office a register of “ownership interests” in land as a result of a newly enacted section 140.1 in the OBCA. This…

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So you want to be a director, do you? What you need to know first.

We often hear from clients who tell us they are about to make an investment in a private company, and want to know if they should also become a director of the company. There are reasons why becoming a director in such a circumstance might be beneficial, but there are also risks that you need to understand. Benefits The following are some of the benefits to becoming a director: As…

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Does a Majority Shareholder Need a Shareholders’ Agreement?

Yes, definitely. It is common practice for start-up and growth stage companies to offer shares to employees, or options to acquire shares. Issuing shares is an inexpensive way, at least initially, for a new company to hire talented people before it can afford to pay market rate salaries, and helps to align the interests of the persons who are issued shares with the interests of the majority shareholders and the…

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“Sign and Close” Sale Transactions – Understanding Completion Risk

Most sale of business transactions are now structured on a “sign and close” basis. This practice has some consequences that business owners who are involved in the purchase or sale of a business should understand. A sign and close deal is one where the comprehensive Agreement of Purchase and Sale is not signed until the closing, which means that if there is no closing, there is no binding agreement between…

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