Federal vs Provincial Incorporations | The Two Main Differences

What are the main differences between Federal and Provincial Incorporations? Watch the video below! Today we're going to talk about the difference between Federal and Provincial incorporations. So if you've decided that you need to incorporate your company, the next step is to decide where you're going to do that whether it's in BC or another Province or if you're going to incorporate federally so we'll take a look at the differences.

There are two main differences that I want to highlight today.

The first one is filing fees. So the cost for filing a federal registration is $200 plus the name reservation search and in BC is $351.50 and also the name reservation fee on top of that.

Estate Planning during a Pandemic - is it possible?

Estate Planning During a Pandemic

The impact of COVID-19 is being felt around the globe, bringing dramatic changes to our daily lives. The pandemic has also brought to light the importance of creating an estate plan or updating an existing one. This may not be something that many people wish to consider but it is critical to have your affairs in order, especially during unpredictable times such as these. An estate plan typically includes a will, power of attorney and a representation agreement. Although provinces in Canada have different requirements for these documents, a common feature is having signed the document in the presence of two witnesses who also sign the document. Typically done through in-person meetings with a lawyer, it has been made very difficult due to social distancing and quarantining.

What's a Convertible Note? | Startup Funding Option Explained

Today we're going to talk about startup funding and one of the ways that you can do that is through something called a convertible note and there's a lot of confusion over how a convertible note works. When companies are raising capital to expand their business they have two ways of going about it. They can either take out loans from the bank, friends, or family or they can issue equity in their company.

Convertible Note

What a convertible note does is it blends those two different models. So what a convertible note is it's a short-term loan or a short-term debt instrument that has the option of being converted into equity at a later point in time. So when an investor first agrees to provide your company with a convertible note they are essentially providing you with a short term loan that can be later converted into Equity into shares in your company.

Difference Between a Non-Competition Clause vs. a Non-Solicitation Clause

In this video, we're going to take a look at non-competitions and non-solicitation clauses. These types of clauses are often found in employment agreements, contractor agreements and shareholder & partnership agreements.

Today we're going to take a look at non-competition and non-solicitation clauses.

These types of clauses are often found in employment agreements contracts or agreements and also shareholder and partnership agreements. So they're very important to understand.

What's a non-competition clause?

In a non-competition clause, the employer is prohibiting the employee from competing with the business both for the term of employment and for a period of time after the employment is over. So, whether the employee leaves or is fired, it doesn't really matter but for period of time usually, six months to a year that employee is going to be prohibited from competing with the business.

Benefits of Using a Holding Company | 4 Reasons To Consider A Holding Company

What are the benefits of a holding company?

Asset Protection

A holding company can provide you with more protection over your business. When you transfer non-essential or redundant assets out of your Operating Company into your Holding Company, then if your Operating Company was ever sued or if creditors were seeking to obtain assets from the OpCo, the assets would be protected because they would be in your HoldCo.

Qualified Small Business Shares

One day you’ll be selling your business, and hopefully taking advantage of the lifetime capital gains exemption. Your shares must qualify in order to utilize the lifetime capital gains exemption. There is a very of criteria that the business must meet in order to make use of the exemption and, one of them is that 90% of the assets in the Operating Company must be actually used - that is, you can’t have too much excess cash lying around. Holding companies allow you to transfer that cash out of Operating Company through a tax-free dividend to keep your shares qualified

Estate Planning | 3 Most Common Planning Documents

In this video, we cover the execution or signing requirements for the 3 most common legal documents that you need to be aware of in order to effectively create your estate plan.

What are the 3 most common legal documents?

1) A Will

2) Power of Attorney

3) Representation Agreement

Canadian small businesses will receive some rent relief during COVID-19

Prime Minister Trudeau announced on Thursday April 16, 2020 a new program to assist small businesses that are stuck in commercial lease agreements that they cannot make payments on.

The Canada Emergency Commercial Rent Assistance program (“CECRA”) will assist small businesses with rent for April, May and June.

Details on the CECRA program

The program will, according to a PM’s office press release “seek to provide loans, including forgivable loans, to commercial property owners who in turn will lower or forgo the rent of small businesses for April (retroactive), May, and June.”

Thinking of Incorporating your Small Business?

This video describes the main benefits of incorporation for the small business owner:

1) Liability protection

2) Saves you money on taxes

3) Eligibility for the Lifetime Capital Gains Exemption upon sale of your shares

4) Flexibility in how you structure, fund and operate your small business

COVID-19 and your Commercial Lease

These unprecedented times have given rise to much uncertainty. As we continue to adapt, commercial tenants and landlords have many questions since all non-essential businesses have been asked to close down. The main concern is regarding the impact of COVID-19 on commercial leases. A good place to start for this discussion is to explore the concepts of force majeure clauses and the doctrine of frustration of contracts.

What is a force majeure clause?

A force majeure clause is a provision that is included in most commercial contracts or lease agreements. It may allow one or both parties to defer or terminate performance of their obligations as a result of a specified event that is outside of their control. These events could include:

Acts of God (E.g. natural disasters like earthquakes and tornados)

Public health emergencies (E.g. epidemics and pandemics)

Government action (E.g. lockdowns/forced closures and changes in the law)

How to make sense of your startup employee stock option package

For early-stage startups, offering employee stock options can be a key part of attracting and keeping key talent. A stock option is an agreement that gives an employee the right to buy shares in the company at a discounted rate.For the employee on the receiving end, making sense of a complex, jargon-heavy stock option offer can be daunting. Given that such shares can carry significant risk - with startups often having poor survival ratings - it is very important to properly evaluate your stock option offer.Here is a guide to making sense of your stock option offer.

First, do a basic assessment of the company

The first step is to conduct a basic assessment of the company. This is key to understanding the risk involved with any stock option plan.At what stage of investment is the company at? Is the company a pre-seed investment? If yes, you need to understand that this is the highest-risk stage of a company lifecycle. 90% of new companies never get to VC funding and founders can be delusional about their prospects for investment. So take any claims that a company has a large, interested investor with a grain of salt.