Port Moody Lawyers for Business, Real Estate, Trademarks, and Technology

Incorporation

Hey, entrepreneur.  Be undeniably good.

Excited?  Stressed?  We’re eager to help.  

With our guidance, your new business will start off on the right foot.

Properly structuring your business from the start will significantly impact the success of your business down the road.  We’ll spend the time you need to ensure you have solid legal advice and business guidance to get your company up and running.

Come in and see us.  

Or, call and speak with Jason Golbey at 604.800.1629.

Or, complete our Online Incorporation Form and we’ll call you.

Online Incorporation Form

Our complete package includes:

Good, clear advice on business structures

Name Reservation and advice on corporate names

All incorporation and post-incorporation documents including:

  • Notice of Articles
  • Incorporation Application
  • Certificate of Incorporation
  • Custom Articles with multiple share classes
  • Share Certificates
  • Central Securities Register
  • Directors Register
  • Share subscriptions
  • Resolutions
  • Consents

Records Book

A meaningful meeting, with a lawyer to discuss your new corporation, what it all means, and your business goals

Our Fees                                                                                            $599

Government Name Reservation Fee                                              $30

Government Incorporation Application Fee                               $350

Records book, certificates, BC Online Fees & Office Expenses $20

Total $999*

*plus taxes (Government fees are non-taxable)

Our standard comprehensive Shareholders Agreement costs $899.

Save $200 if we do a shareholders agreement at the same time as the incorporation.

If your company has two or more shareholders, you may wish to consider having a shareholders agreement.

A shareholders agreement is a contract between the shareholders and the company that sets out certain rights and obligations. Topics that are often covered in shareholders agreement include:

 

1. Agreement on corporate matters.

For example, you may wish to ensure that only certain people can be directors of the company; or, you may wish to restrict activities the Company may do, or set out certain matters that require unanimous approval of the shareholders or directors.

 

2. Death of a Shareholder.

In the event of the death of a shareholder, his or her shares would normally pass to his estate. As a result, a shareholder may find that the deceased’s spouse is now a shareholder of the company. In the event of death of a shareholder, how would the surviving shareholder fund the purchase of the deceased’s shares? These provisions set up a mechanism whereby the Company will typically purchase those shares for fair market value, often using life insurance. Provisions can also be implemented that set up a mechanism for a shareholder who suffers a long-term disability.

 

3. Right of First Refusal.

These provisions requires any shareholders to offer their shares to the other shareholders before selling them to a third party.

 

4. Non-Competition.

What happens in the event a shareholder decides to leave the company? Can he or she immediately compete, using the knowledge, clients, and contacts that he has acquired during his time with the company? These provisions will set up a reasonable limitation on departing shareholders to protect the legitimate business interests of the company.

 

4. Draw Along and Drag Along Rights.

These provisions have two purposes:

(1) They protect majority shareholders by preventing a minority shareholder from holding out and preventing a sale of the company;

(2) They protect minority shareholders by allowing them to have their shares “piggy back” and be sold to a third party purchase who is purchasing the majority shareholders’ shares.

 

5. Compulsory Buy-Out and Shotgun Clause.

These provisions can require a shareholder to offer to sell his or her shares or buy another shareholder’s shares in certain circumstances, including:

  • break-down of the relationship;
  • death;
  • disability;
  • bankruptcy or insolvency;
  • breach of the shareholders agreement; and
  • termination of employment.

 

6. Mechanism for Dispute.

In the event of an irresolvable dispute between shareholders, an arbitration clause will set up a useful and affordable mechanism to deal with such disputes, thereby avoiding expensive and lengthy litigation.