Commercial


What we do...

General Commercial Documents

  • drawing assignments and guarantees
  • drawing releases, acknowledgements, authorizations or directions
  • preparing statutory declarations or affidavits and attending upon execution
  • completing proof of claim in bankruptcy or proposal and proxy including attachment of statement

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PURCHASE AND SALE OF A BUSINESS - SALE OF ASSETS

Purchase:

  • reviewing executed agreement of purchase and sale
  • requesting statement of creditors under the Bulk Sales Act and tax clearance certificate under the Retail Sales Act
  • searching for arrears of business taxes, corporation taxes and other taxes and/or rates constituting statutory liens
  • reviewing bill of sale
  • preparing any personal property security agreement
  • searching under the Bill of Sale Act, Corporation Securities Registration Act, Bankruptcy Act, Personal Property Security Act, Bank Act and any other applicable legislation
  • searching for executions
  • reviewing statement of adjustments
  • attending on closing and completing sale
  • making all filings required under any of the above mentioned acts
  • confirming insurance coverage
  • reporting to client

Sale:

  • reviewing executed agreement of purchase and sale
  • preparing bill of sale
  • preparing statement of creditors under the Bulk Sales Act
  • obtaining tax clearance certificate under the Retail Sales Act
  • preparing statement of adjustments
  • preparing insurance releases
  • collecting and remitting retail sales tax
  • preparing statement as to payment of creditors (if required)
  • appointing a trustee (if necessary) and arranging for such appointment
  • preparing consents or waivers from creditors of the seller and preparing statement of affairs
  • attending and completing closing
  • reporting to client

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Partnerships

  • attending conferences, advising, obtaining instructions
  • drawing, revising and engrossing partnership agreements or dissolution agreements completing partnership or business registration

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Corporate

Incorporation of a corporation with share capital:

  • obtaining instructions, rendering basic preliminary advice as to the desirability and details of incorporation
  • conducting name search required by Regulation
  • preparing, arranging for execution and filing of articles of incorporation
  • preparation of organizational minutes or resolutions in lieu thereof of the directors and shareholders of the corporation
  • preparation of documents required to open one bank account
  • preparation of share certificates
  • completion of security registers and of registers of directors, officers and transfers
  • preparation and filing of the Initial Notice of Directors and Notice of Change
  • all necessary attendances and correspondence including reporting to client
  • procuring of share certificates
  • minute book and and corporate seal and performing all other services incidental to the corporation

Incorporation of a corporation without share capital:

  • obtaining instructions, rendering basic preliminary advice as to the desirability and details of incorporation
  • conducting name search required by Regulation
  • preparing, arranging for execution and filing of application for incorporation
  • preparation of organizational minutes of the directors and members of the
  • corporation preparation of membership certificates
  • completion of registers of members and of registers of directors and officers and officers
  • preparation and filing of the Initial Notice of Directors
  • all necessary attendances and and correspondence including reporting to client, procuring of membership certificates, minute book and corporate seal

Certificate of Amendment of Articles or Supplementary Letters Patent for a corporation without share capital:

  • obtaining instructions and all preliminary advice
  • preparing minutes or resolutions in lieu thereof of the directors and shareholders or members of the corporation
  • authorizing the amendment including any notices
  • proof of service of notices or waivers of notice in respect of any such meetings
  • preparation of articles of amendment or preparation of the application for Supplementary Letters Patent
  • arranging for execution, filing and obtaining the Certificate of Amendment of Articles or Supplementary Letters Patent

Terminating the corporate existence of a corporation on a voluntary basis:

  • obtaining instructions and all basic preliminary advice
  • preparation of all prequisite material
  • arranging for holding all requisite meetings, preparation of minutes of such meetings
  • arrangements for publication of all requisite notices and obtaining consents of tax authorities
  • all necessary attendances, all correspondence including reporting to client

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