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Corporate Law and Business Law

Services

Business Formation

We will help you select the best method of forming your business. If you choose to incorporate, we can help you understand differences between incorporating in various jurisdictions. If you choose a limited partnership (LP), we will help you set up the entire structure, including general partner (GP), LP and management company.

Where should you incorporate in Canada?

Where should you incorporate in Canada? 150 150 Jiang Hong Wilkin Business Law

It is fairly easy to incorporate a company in Canada. You can choose to incorporate in a province or federally. The main factor to be considered is the requirement of residence of directors. For example, no less than 25% of directors should be the Canadian residents for an Ontario or a federal company. If there is no Canadian resident to…

Business Organization

We will help you select the best corporate structures (share structure, board of directors and appointment of officers) and tailor your corporation to ensure it fits your business needs. After incorporation, we will prepare the basic organizational documents for your business so that you can start operations with a solid basis with shareholders, board, management, by-laws all set up.

What you must do next after incorporation?

What you must do next after incorporation? 150 150 Jiang Hong Wilkin Business Law

After incorporation, organizational documents should be prepared. They are usually prepared by lawyers. The organizational documents include the following: 1.    Who are the shareholders, the number of shares of each shareholder, and price of shares paid? In Canada, the information of shareholders is not required to be reported to the government. Shareholders’ information is evidenced by the organizational documents of…

Corporate Changes and Maintenance

We will help you to proceed with any corporate changes (change of name, change of registered office, change of directors, change of officers, change in banking arrangements, etc.) We will also help you to complete annual proceedings and corporate annual return to ensure in your company in good standing.

What is registered office and how do you change your registered office?

What is registered office and how do you change your registered office? 150 150 Jiang Hong Wilkin Business Law

The OBCA and CBCA both require a designation of registered office when a company is incorporated. A registered office is the address provided to the government for official communication. The registered office is also the place where the minute book of the company is to be kept, and the place for service if the company is involved in court proceedings.…

Shareholder Agreements

We take the time to explain complicated concepts such as pre-emptive right, right of first refusal, inactive shareholder buybacks, shotgun, minority shareholder veto rights in plain English and Chinese. Let us know your shareholder or partnership requirements and allow us to draft customized shareholder agreements, partnership agreements or joint venture agreements to fit your requirements.

Can we use a standardized shareholders agreement?

Can we use a standardized shareholders agreement? 150 150 Jiang Hong Wilkin Business Law

Some clients request the template shareholders’ agreement and want to simply change the name and date of the shareholders’ agreement. This should never be done. Each company has its own situation. A shareholders’ agreement is prepared and customized for each company. One agreement good for one company may not apply to another company. For example, if the operation of a…

Why should you have a shareholders’ agreement?

Why should you have a shareholders’ agreement? 150 150 Jiang Hong Wilkin Business Law

Unless a company has only one shareholder, there should be shareholders’ agreement. Especially for minority holders, their interest cannot be protected without a shareholders’ agreement. Majority holders control the board of directors, and minority holders cannot join the board without a shareholders’ agreement. Majority holders can do whatever they want, and minority holders have no opportunity to intervene. For example,…

Buying and Selling Businesses (Mergers and Acquisitions)

Are you buying or selling a business? Should it be an asset deal or a share deal? From conducting initial due diligence to closing the transaction, we represent both sellers and buyers in the process. We have acted for clients in the purchases and sales of small and mid-size businesses in Canada.

Are you buying the Real Estate or the Business?

Are you buying the Real Estate or the Business? 150 150 Jiang Hong Wilkin Business Law

Some investors think that buying a business means buying real estate, and they are using the OREA real estate purchase agreement. For example, a company is selling assets in a bankruptcy auction, and the draft agreement states the sale is for real estate only. This company is a nursing home, and the senior residents are still living there. If it is…

Should buyer and seller use the same lawyer?

Should buyer and seller use the same lawyer? 150 150 Jiang Hong Wilkin Business Law

The interests of both parties in a transaction are in conflict. A lawyer cannot represent both parties. A lawyer serves his/her client and protects his/her client’s interests. If there is a conflict of interest, a lawyer cannot protect both parties’ interests. What is a conflict of interest? It is where you win and I lose, or your gain and my…

When should you hire a business lawyer?

When should you hire a business lawyer? 150 150 Jiang Hong Wilkin Business Law

It is a good time to retain a lawyer when you found the target project. The client should communicate with lawyers during negotiation. Sometimes lawyers need to join in the negotiation. The most important thing is that the letter of intent should be signed after it have been reviewed by the lawyer. Some clients start to look for lawyers after…

What if profit was lower than what the seller said?

What if profit was lower than what the seller said? 150 150 Jiang Hong Wilkin Business Law

When acquiring a company, the seller provides financial information, such as profit. Both parties agree to a selling price based on the financial information. What if the profit after closing is not as high as in the financial statement provided by the seller? There could be a price adjustment clause in the purchase agreement to protect the buyer. If the…

Investing in Businesses

Are you an investor investing in a business in Canada? Or are you a business owner who now wish to have new investors? We represent both the investors and the target companies in various investment transactions where new investment is made in a business.

Can investor ask the company to pay investor’s legal fees?

Can investor ask the company to pay investor’s legal fees? 150 150 Jiang Hong Wilkin Business Law

In Canada, an investor needs to retain a lawyer to review legal documents, conduct due diligence, close the transaction, etc. Who will pay the investor’s legal fees? If the investment funds go to a company, the company will pay lawyer’s fees in most cases. Especially if the investor is a finance business and the investment is a loan, the borrower…

Should buyer and seller use the same lawyer?

Should buyer and seller use the same lawyer? 150 150 Jiang Hong Wilkin Business Law

The interests of both parties in a transaction are in conflict. A lawyer cannot represent both parties. A lawyer serves his/her client and protects his/her client’s interests. If there is a conflict of interest, a lawyer cannot protect both parties’ interests. What is a conflict of interest? It is where you win and I lose, or your gain and my…

Loan Transactions

Are you borrowing or lending money? Is the loan a secured loan or unsecured loan? What kind of security should the loan have? Should you get a guarantee? We represent both borrowers and lenders in secured and unsecured loan transactions. We provide comprehensive services to corporations, investors and others involved in commercial lending. We understand the complex business world in which lenders operate and the intricate legal framework which they face.

What documents must I have when lending money to a company?

What documents must I have when lending money to a company? 150 150 Jiang Hong Wilkin Business Law

Instead of investing in shares of a company, you can also invest in a loan to the company. Loans and shares are fundamentally different (please reference Legal Small Talk #30). A loan investment must have loan documents. At the very minimum there must be a promissory note. Only a note can prove that the money is for a loan, rather…

What is the difference between secured loan and unsecured loan

What is the difference between secured loan and unsecured loan 150 150 Jiang Hong Wilkin Business Law

There are two kinds of loans: secured loans and unsecured loans. In a secured loan, the borrower pledges its assets as collateral/security for the loan. If the borrower cannot pay back the loan, the lender can take over the assets. A bank mortgage is a typical secured loan. The real property is the pledged asset. If the borrower does not…

Due Diligence

We assist investors with their due diligence on the target in their mergers and acquisitions and investment transactions. We can perform basic due diligence by conducting various basic legal searches, as well as full legal due diligence including review of legal agreements, corporate organizational documents as well as conducting specialized searches such as IP searches and environmental searches.

What is due diligence?

What is due diligence? 150 150 Jiang Hong Wilkin Business Law

Some clients do not understand what due diligence is. When acquiring a business, the investor should conduct three types of due diligence before investing: business due diligence (usually conducted by the clients themselves), financial due diligence (conducted by accountants), and legal due diligence (conducted by lawyers). Legal due diligence includes basic due diligence and full due diligence. Basic due diligence…

Business Contracts

During our initial consultation, we will identify the business agreements your business will require. We’ll explain the importance (and difference) between employment agreements and contractor/consulting agreements, identify any standard contracts you should develop for your business (e.g. services agreements, sales agreements, leasing agreements, product manufacturing, distribution agreements, licensing agreements, etc.). We also help our clients review contracts they were presented with to ensure their protection.

Can a child sign a contract?

Can a child sign a contract? 150 150 Jiang Hong Wilkin Business Law

In Canada, whether or not the contract is valid depends on several factors. One of them is that all the signing parties must have legal capacity to sign the contract. For individuals, the signor must reach the age of majority (18 years in Ontario), and have no metal capacity issues. Accordingly, the contract will have a validity issue if a…

Can I have a contract that is not legally binding?

Can I have a contract that is not legally binding? 150 150 Jiang Hong Wilkin Business Law

People naturally want their contracts to become effective when signing them. But some contracts are the initial negotiation results, such as letter of intent (LOI), memorandum of understanding (MOU) and term sheet. There will be formal contracts after LOI, MOU and term sheet have been signed. Are the initial documents binding on the parties? They may and may not. It…

Can I get out of a contract by not doing what I agree to do?

Can I get out of a contract by not doing what I agree to do? 150 150 Jiang Hong Wilkin Business Law

After signing the purchase agreement for a business or estate, the seller does not want to sell the business or the real property. If there are conditions which need to be met by the seller and the seller does not satisfy them, then the conditions are not met, and the contract cannot be performed? This is a common breach in…

If my company is not allowed to assign a contract, can I sell shares of my company instead?

If my company is not allowed to assign a contract, can I sell shares of my company instead? 150 150 Jiang Hong Wilkin Business Law

Many contracts have a clause restricting assignment. For example, in a lease contract, the landlord prohibits the tenant transferring the lease to a third party without consent of the landlord. Another example, in a service contract, the services cannot be taken over by a third-party service provider. These are the common terms. The house is to be leased to you.…

Judith Hong-Wilkin

  • At Wilkin Business Law, we provide real estate law services to our clients, including:

    Purchase & Sale Transactions

    • Purchase and sale of residential properties
    • Mortgage financings in property purchases
    • Transfer of Title
    • Beneficial Interest Transfer

    Private Mortgages

    • Representing lenders in private mortgage transactions
    • Representing borrowers in private mortgage transactions
    • Mortgage financing & refinancing
    • Mortgage investment corporations (MICs)

    Construction Liens

    • Preparation and registration of construction liens
    • Construction lien discharges

    Commercial Real Estate

    • Purchase and sale of commercial real properties
    • Mortgage financing of commercial real properties
    • Construction financings

    Others

    • Property management Agreement
    • Co-owners Agreement
  • We assist with securities law compliance and capital raising for companies of all stages, from financing of start-ups and pre-IPO enterprises to advising on the going public process and navigating the life of a public company. We have extensive experience working with founders, investors, stock exchanges, regulators, bankers and auditors to get deals done.

    Our securities services include:

    Early Stage Financings and Private Placements
    Going Public Transactions and Public Offerings
    Investments in and Acquisition of Public Companies
    Brokers and Dealers
    Investment Funds
    Securities Law, Compliance and Corporate Governance
    Equity Incentive Plans
    Going Private

  • Wills

    • We prepare single wills for our clients
    • We prepare multiple wills for those clients who have assets such as private companies
    • We prepare affidavit of execution for wills signed by our clients

    Continuing Powers of Attorney

    • We prepare continuing powers of attorney for personal care for our clients
    • We prepare living will/advance direction for our clients
    • We prepare affidavit of execution for powers of attorney for personal care signed by our clients
    • We prepare continuing powers of attorney for property for our clients
    • We prepare affidavit of execution for powers of attorney for property signed by our clients

    Estate Administration

    • We act as estate trustee, and handle all aspects of estate administration.

    Trusts

    • We assist our clients in establishing trusts as part of their estate planning

Call Us

+1 416-800-8697

E-mail

info@jhwbizlaw.ca

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Business Hours:

Monday to Friday: 10:00am to 6:00pm