This article will discuss the benefits of having a corporate will (also known as a ‘secondary’ or ‘restricted’ will), and why you may need one.

In this article, we’ll cover the following topics:

Federal versus provincial incorporation:

- Filing fees

- Name protection

- Registration

So, you’ve decided to incorporate your business. Now you need to decide where to incorporate – in a certain Canadian province, or at the federal level.

There are three things to keep in mind when considering federal incorporation versus provincial incorporation.

Filing Fees

The cost of filing federally is $200, plus the name reservation (NUANS, which is $13.80). At the provincial level, the filing cost varies by province. In British Columbia, for example, provincial incorporation currently costs $351.50, plus the name reservation (either $31.50 to $131.50 depending on the turnaround time you require).

In this article, we’ll cover the following topics:

- What is a section 85 rollover?

What is the section 85 rollover?

A Section 85 rollover is a mechanism under the Income Tax Act of Canada that allows taxpayers to transfer eligible property to another entity, usually a corporation, without the transfer resulting in an immediate personal tax liability. Used most often by small business owners who are operating as sole proprietors of their businesses and whose sole proprietorship has significant value, Section 85 rollovers allow sole proprietors to transfer properties on a tax-deferred basis, without realizing any sort of taxable gain on the transfer of property.

In this article, we’ll cover the following topics:

- What is a non-competition clause?

- What is a non-solicitation clause?

As a business owner, you’ll encounter non-competition and non-solicitation clauses in all manner of contractual documents: employment agreements, shareholders’ agreements, partnership agreements, and more. As such, it’s important to understand what they are and how they’re different from each other.

Non-Competition Clause

Often found in employment agreements, non-competition clauses prohibit a person from engaging in competitive behavior with the business for a set period of time. Under a non-competition clause, an employee who recently quit or was fired isn’t allowed to begin working immediately for a competitor; often they will need to wait several months, sometimes a full year, before they can do so without risking legal repercussions.

In this article, we’ll cover the following topics:

What convertible notes are and how they work

There are countless ways to fund a startup. One method is what’s called a convertible note. Though complex, convertible notes can provide certain benefits for founders, such as – so let’s dispel the confusion.

What’s a convertible note?

There are two ways a company can raise capital: either they take loans from a bank (or friends, or family), or they issue equity in their company.

Benefits of Incorporation for Canadian Businesses: Everything You Need to Know

Benefits of incorporation for small businesses in Canada:

- Liability shield

- Tax savings

- Lifetime capital gains exemption

- Selling Flexibility

What are the benefits of incorporation in Canada?

If you own a small business in Canada, here are four reasons why you may want to incorporate: liability shield, tax savings, lifetime capital gains exemption, and selling flexibility.

Liability Shield

If your business is not incorporated, then you’re a sole proprietor, meaning that you and your business are one and the same. Anything that happens to the business also happens to you personally, and vice versa. Your personal assets - your home, car, savings - are on the line.

Bare Trusts: The Basic Terms Every Canadian Business Owner Should Know

In this article, we’ll cover the following topics:

- What is a bare trust?

- What are the benefits of bare trusts?

- Avoiding property transfer taxes

- Easier change of property ownership

What is a bare trust?

Often used in real estate, bare trusts are legal structures that facilitate the separation of legal and beneficial ownership of a property. The process of creating a bare trust involves appointing a trustee (or ‘nominee’) to be legal owner of the property and hold the legal title on behalf of the beneficial owner. The name “bare trust” is derived from the fact that, unlike in other forms of trusts, the trustee/nominee of the bare trust has no other responsibilities or obligations with respect to the property other than to hold legal title.

Why Every Canadian Business Needs a Shareholders’ Agreement

In this article, we’ll cover the following topics:

• Why shareholders’ agreements are useful

• The legal power of shareholders’ agreements

• The shotgun clause

• Default provisions

Shareholders’ agreements are notoriously frustrating documents, mainly because they are long – in some cases, 60 pages long – and loaded with confusing legalese. Yet they are among the most important documents in any business owner’s arsenal, and having competent counsel on your team can help to eliminate some of that confusion.

Don’t believe me? Here’s a story that will change your mind…

How to Avoid Lawsuits: A Guide For Canadian Business Owners

In this article, we’ll cover the following topics:

- How to protect your business from lawsuits

- Overcommunicate

- Shareholders’ agreements

- Corporate structure

- Holding companies

- Appropriate contracts

Power of Attorney: Everything Canadian Business Owners Need to Know

In this article, we’ll cover the following topics:

- What is power of attorney?
- The two types of power of attorney
- Who should receive power of attorney

What is power of attorney?

Power of attorney is one of the two most common ways people plan for a time in their lives that hopefully never comes – the day when they are physically or mentally incapable of making decisions on their own. Establishing power of attorney essentially entrusts another person to be seen, through the eyes of the law, as the person who makes all of your decisions, including those that deal with finances and other legal matters.