Business and Corporate Lawyers in Toronto

Only some LOI terms are binding. We label binding and non-binding terms clearly, limit exclusivity with an automatic expiry, and attach the due diligence list and timetable.

We review corporate records, shareholdings, key contracts, leases, intellectual property, employment, litigation and PPSA security searches. Common gaps include verbal capital arrangements, undocumented nominee shareholdings and unrecorded board decisions.

Warranties give the buyer a basis for claims after closing. Negotiation centres on the basket, cap, survival period, escrow amount and release timing. Tax, title to shares and environmental matters usually carry longer periods and higher caps. Multiple sellers must agree whether liability is joint or proportionate.

Share transfers, director changes, minute book updates, bank signing authority, key employee agreements and third-party consents. Working capital adjustments and escrow release conditions should be written with worked examples.

Trusts can pass future growth to children or a spouse while parents keep control, potentially multiplying access to the capital gains exemption. Key issues include the 21-year deemed disposition rule, attribution rules, limits on minor beneficiaries and valuation support.

Holding company set-up, share class design (voting versus dividends), shareholder loans, related-party pricing, and share classes reserved for future investors. Legal documents and accounting treatment must match, or the structure may fail on audit.

Investment Canada Act thresholds, withholding on dividends and interest paid to non-residents, transfer pricing and director residency. Under the CBCA, one quarter of directors must be resident Canadians; the OBCA no longer has this requirement. Banking and AML reviews often take the most time.

Clean-up should start 12–24 months before a sale: move excess cash, investments and personal-use property out of the operating company, or holding-period and asset tests may not be met. Put records, resolutions, IP ownership and key client contracts in order. Buyer and seller tax goals usually conflict, so price talks often become tax allocation talks.

Incorporation, share class design, shareholder and partnership agreements, commercial contracts, franchising and restrictive covenants. Three clauses matter most in shareholder disputes: deadlock resolution (including shotgun clauses), transfer restrictions with pre-emptive rights, and exit valuation. Disputes with a shareholder agreement usually resolve faster than those without.

Contract disputes, oppression remedies, director liability, fraud recovery, injunctions and enforcement of foreign judgments in Canada. Strategy is set at filing: choice of court, summary procedures, asset freezing and mediation. Where the assets are often matters more than the legal merits.

Bank credit documents, shareholder loans, convertible and preferred share terms, security agreements and PPSA registration. Unregistered shareholder loans rank behind most creditors in an insolvency, and registration costs little.

Purchases and sales, title and environmental review, mortgage documents, and retail, office and industrial leases. Key lease issues include rent escalation, common area charges, assignment and subletting, restoration obligations and personal guarantees, which remove limited liability protection.

Employment contracts, severance, restrictive covenants, Employment Standards Act compliance and employee transfers in M&A. Ontario courts may void an entire termination clause if any scenario falls below ESA minimums, exposing the employer to much higher common-law notice. Templates need regular updates.

Quebec's Civil Code differs from the common law provinces on contracts, limitation periods, hypothecs and creditor priority. Ontario templates should not be used in Quebec without adaptation. We practise in both systems and can provide coordinated opinions.

Industrial, warehouse and gas station properties: scope of site assessments, responsibility for contamination, Ontario remediation orders, and allocation through warranties and indemnities. Environmental liability runs with the land and can reach directors personally, so a seller's verbal assurance is not enough.

Demand letters, judgments, enforcement and participation in insolvency proceedings. Recovery depends on early asset investigation and, where transfers are suspected, prompt preservation orders. A judgment that cannot be enforced is a common and avoidable outcome.

We build plans in three layers: control, economic interest and tax. Questions include fairness to children not in the business, exposure on divorce, and who acts if a founder becomes incapacitated. These are addressed through shareholder agreements, marriage contracts and powers of attorney, not wills alone.

Wills, powers of attorney for property and personal care, estate tax planning and executor guidance. Ontario multiple wills can separate private company shares to reduce probate tax and publicity. Quebec notarial wills generally do not require probate. Cross-border families should review Chinese or US reporting duties.

Trusts can isolate creditor risk, manage exposure on marriage breakdown, control distributions to minors and address cross-border tax status. A trust set up after claims arise may be set aside as a fraudulent conveyance. Reporting duties of foreign beneficiaries must be assessed first.

A federal name is protected nationally and suits businesses operating in several provinces or planning to raise capital, but requires extra-provincial registration and costs more to maintain. Provincial incorporation is simpler and cheaper for single-province businesses. The OBCA has no director residency requirement; the CBCA requires one quarter of directors to be resident Canadians.

Routine matters are usually fixed fee. Smaller M&A can be billed as staged fixed fees. Litigation and complex negotiations are generally hourly. We give a fee range before you retain us. Government, search, notary and court costs are billed separately and set out in the retainer.

Yes. Non-residents can own 100% of the shares. Director residency depends on the incorporating statute, as above. Plan ahead for bank and AML reviews, dividend withholding tax (which treaties may reduce) and any requirement for a Canadian address for service.

Corporate law still provides remedies. The main one is the oppression remedy: a court can order a share buyout, changes to the board or, in some cases, dissolution where minority expectations are unfairly harmed. Other options include derivative actions, access to records and liquidation. The first step is usually obtaining complete records and financial statements, with legal advice before acting.

Small and mid-sized deals typically take two to four months from LOI to closing, depending on record quality, third-party consents and regulatory or bank approvals. Clean deals can close in six to eight weeks; record clean-up can add two months or more.

Consultations and explanations can be in Chinese, with key risk warnings given in Chinese. Binding documents are usually in English, in French in Quebec, or bilingual, because filings and proceedings use the official languages. Key terms such as guarantees, restrictive covenants and liability come with Chinese explanatory notes.