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Corporate Law

A corporation is a legal entity separate in law from its owners and can own property, carry on business, possess rights, and incur liabilities. Because corporations are distinct legal entities, they can sue in their own names and enjoy perpetual existence.

Corporate Law

Businesses may be incorporated under Ontario’s Business Corporations Act or under the Canada Business Corporations Act. A corporation continues despite the death or withdrawal of a shareholder by the sale of his or her shares.

 

Corporate dissolution may only occur in the following situations:

  1. The requisite majority of shareholders resolve that it should.

  2. A court orders that the corporation be dissolved.

  3. When it is deemed inactive or has breached certain statutory provisions.

 

All provinces regulate the activities of federal corporations. In addition, corporations must maintain at their registered office a register of its ownership interests in land in Ontario, and non-distributing federal corporations are required to create and maintain a register of individuals with ‘significant control.’

 

Incorporation under either the OBCA or the CBCA is is accomplished by filing articles of incorporation in prescribed form, together with the required supporting documentation and fees. A corporation comes into existence on the date shown in the certificate of incorporation.

 

Shareholders are the ‘owners’ of a corporation; thus, one of the most important rights granted to shareholders who own voting shares is the right to elect and remove directors from office.

 

Some common Corporate law issues the firm can help you with include

  • Drafting and reviewing contracts and/or shareholder agreements

  • Derivative Actions

  • Oppression Remedies

  • Applications for Winding-up

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