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Client Quotes" Ambridge Law helped me to save money by being able to negotiate a quick resolution to my business problem without going to court"B. M., Mississauga, ON
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 Business Law
 Introduction
Ambridge Law is a Toronto law firm which assists businesses with various legal needs. Below we discuss some of the more frequent corporate and legal issues facing businesses, such as incorporation, partnerships and sole proprietorships, purchase and sale of a business, as well as corporate reorganizations. Ambridge Law resolves most cases through negotiation and settlement without requiring court attendance. When all efforts to resolve a dispute by negotiation or mediation have been unsuccessful, Ambridge Law represents you in arbitration or litigation.
Sole Proprietorships
One of the first issues an entrepreneur should consider is whether to carry on his or her business as a sole proprietorship or whether to incorporate. A sole proprietor is fully responsible for all debts and obligations related to his or her business. A creditor with a claim against a sole proprietor has a right to claim against all of his or her assets, whether business or personal. This is known as unlimited liability.
This type of business comes under provincial jurisdiction. If the proprietor chooses to carry on a business under a name other than his/her own, he/she must register with the province. Your business name registration or renewal of registration will be valid for a certain number of years.
Business Partnership
If you are considering entering into a business partnership, it is important to have a proper written partnership agreement, prepared in accordance with our laws, and to understand the full consequences of entering into such an arrangement. A partnership is an agreement in which two or more persons combine their resources in a business. In order to establish the terms of the business and to protect the partners in the event of disagreement or dissolution of the business, a partnership agreement should be drawn up with the assistance of a lawyer. Partners share in the operation and profits of the business according to the terms of their agreement.
There are many issues business partners may have to deal with, including allowing in new partners, retirement and dissolution of the partnership, allocating liabilities of the partnership, management of the partnership, financing the partnership, confidentiality and non-competition, to name a few.
Corporations
Factors to consider are the benefits of incorporating (rather than operating your business as a sole proprietorship or business partnership) and the implications that incorporating may have on your business. A corporation is a legal entity that is separate from its owners, that being the shareholders. No shareholder of a corporation is personally liable for the debts, obligations or acts of the corporation. However, if a shareholder has another relationship with the corporation, for example, as a director, then in certain circumstances he or she may be liable for the debts or liabilities of the corporation in that capacity.
Some other advantages to incorporation include estate planning, such as estate freezes and reduction in probate tax, as well as income-splitting. If you incorporate a new corporation and there will be more than one shareholder, it is important to consider executing a shareholders’ agreement.
There are some issues that should be considered including in which jurisdiction the incorporation should take place, an appropriate name for the corporation, organizing the corporation including issuing shares, appointing officers and directors, creating by-laws, written resolutions, setting up the minute book of the corporation, and making appropriate governmental filings. As well, incorporator(s) should consider whether there will be restrictions on the transfer of the shares. Certain businesses and professionals also require regulatory approval.
Ambridge Law has helped many businesses set up their operations. If you need our help, please contact: 416-590-1777.
Purchase and Sale of a Business
The purchase or sale of a business can be one of the most challenging tasks of a business owner. Generally, the purchase or sale can be accomplished by either an asset sale or sale of shares. Each of the asset sale or share sale has certain advantages and disadvantages depending on the exact circumstances or whether you are the purchaser or vendor. It is important that you obtain professional legal and accounting advice prior to structuring the transaction or entering into a purchase agreement. This will ensure a smooth purchase or sale and avoid some nasty surprises that may face the business owner in a purchase or sale.
There are numerous issues that must be considered in a selling or purchasing a business, including intellectual property, employees, appropriate due diligence, representations and warranties, assumption of liabilities, tax consequences, purchase price and method of payment, non-competition agreements, and compliance with various governing laws.
Business Reorganizations
Once a business has been set up, there are many reasons why the business may need to be reorganized including accomplishing estate planning or succession planning objectives, dealing with a bankruptcy, and creditor-proofing the business. As well, in certain circumstances a business may continue in another jurisdiction or may amalgamate with another corporation. Sometimes it is necessary to wind up a corporation, and at other times a corporation that has been cancelled must be revived. Other types of reorganizations include rollover of assets into a corporation, and increasing or decreasing the stated capital of the corporation
Dispute Resolution trough Negotiation, Mediation, Arbitration, or Litigation (Representation in Court)
Ambridge Law resolves most business cases through negotiation and settlement without attending court. We have experience and understand how to handle situations that arise during the course of negotiation.
When all efforts to resolve a dispute by negotiation or mediation have been unsuccessful, Ambridge Law represents you in arbitration (before one or more arbitrators) or in the litigation process (before a judge). Ambridge Law can assist you from the initial demand letter to the final disposition of the matter. Our clients gain the benefit of our experience from the first consultation when different options are explored. Only after carefully assessing with our clients the potential risks, benefits, and costs of a particular strategy do we offer advice and assist our clients in the most cost-effective manner. You are not only informed of progress at each stage of the litigation, but are also advised of options and consulted before the next stage of action is adopted.
If you have a concern with a business matter involving litigation and dispute resolution, please Contact Us to discuss your legal issues. We look forward to working with you.
Click here to contact us regarding your legal matter. (416) 590-1777 |
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