Corporate and Commercial Law

Corporate and Commercial Law

 

Incorporating a company

Federal or provincial company?

Azran & Associés can help you choose between incorporating of a federal or provincial company.  The choice is made according to the type of activities of the future company and according to the places where it will do business.

What name to choose?

The choice of a name is crucial for the success of your company.  This is the brand image of your company.  You do not want to make mistakes and chose a name that is already taken by someone else.  You could get sued.

In addition, your professional order may require that your family name appear in the company’s name, such as a pharmacy.

You have to do a name search and make sure that there is no trade mark or already registered.

Numerical Company or Not?

It is possible to postpone the choice of a name to a later date.  It is sometimes desirable to do so.  You can also declare only the use of a trade name.  Azran & Associés will advise you on the optimum use of a numerical company.

Do I need a share capital?

Azran & Associés will help you choose the capital stock that meets your current and future needs in terms of financing and investment by the shareholders.

Who will be a member of the board of directors?

It is allowed to have only one administrator.  If you are several, Azran & Associates will advise you on the election, the organization of your Board, its meetings and how to record decisions or resolutions in the company book.

Do I need a Shareholders’ Agreement?

If there is more than one shareholder, it is always better to have a shareholders’ agreement.  If a shareholder dies, the estate will become their new partner, in the absence of an agreement.  The shareholders’ agreement is always preferable.

How long does it take to receive the statutes?

In the case of a numerical company, the statutes can often be obtained the same day.  In the case of a company with a name, you have to calculate at least of week’s delay.

Do I need GST and QST numbers?

If the company provides taxable services, it will be necessary to obtain GST and QST numbers that must appear on the invoices given to customers.  Azran & Associés can take care of filling the necessary forms and other formalities for obtaining these numbers for you.

Do I need an employer number for deductions at source (DAS)?

If your business will have employees, Azran & Associés can take care of the paperwork for you to become an employer.

Do I need a minute book?

The law requires that the company’s records be kept up to date at the company’s registered head office.  The company book, often called the Minute book, contains the list of directors, shareholders, registers of issued shares, charter, regulations, resolutions, shareholder agreement, etc.  Azran & Associates can organize your company book, keep it up to date and in addition, can provide you a copy on an USB stick.

Formalities to the Registrar of Quebec businesses

Any person or company doing business in Quebec must be registered with the Registrar of Quebec businesses.  Azran & Associés can prepare and file on your behalf your initial declaration and subsequent declarations to update your company’s information.

Virtual Minute Book

Azran & Associés can make you a virtual minute book and provide you with a copy on a USB stick for your files.

Update of companies and minutes books

Changes to directors

Any change of address, director, shareholder or officer must be reported to the Registrar of Quebec business and corporations Canada if necessary.  Azran & Associates can assist you in the formalities to make these changes.

Changes to the name, share-capital

Change to name-share capital

Any change of name or share capital or other change must be authorized by the Board of Directors and ratified by the shareholders before asking the authorities to issue articles of amendment.  Azran & Associés can draft your authorization resolutions.  Then there is the deposit of the statutes and finally there is the organization of the changes to the minute book of the company.  For example, if the company’s name has changed, you must change the name on the share certificates.

Merging, liquidation and dissolution

For reasons of convenience or for tax reasons, companies can be merged.  Azran & Associates takes care of merging your companies and will work with your tax professional for an optimal result.

It may happen that a company can no longer be useful, or that it is abandoned.  Azran & Associés can deal with liquidation and dissolution formalities, often in conjunction with your accountant.

Purchase, sale or transfer of shares

The transactions involving the transfer of shares require a contract, resolutions of the Board of directors and transfer of shares.  Azran & Associés can document your transaction and prepare the necessary resolutions for the company’s minute book.

Annual meeting and annual resolutions

Each year, an annual meeting must take place.  Resolutions, signed by all shareholders and all directors, may be used in lieu of meetings and assemblies.  Azran & Associés can write and prepare these resolutions for your company.

Each year the financial statements must be formally accepted by the board of directors, they must be presented to the shareholders and the directors and officers must be elected or re-elected.  Azran & Associés can prepare the annual resolutions for your company and take care of filing the necessary changes with the Registrar of Quebec business any changes in the directors or officers.

DRAFTING AND REVISION OF CONTRACTS

The Shareholders Agreement

It is useful when there is more than one shareholder.  It is possible to plan a rotation for the president’s position, for example.  It is recommended to anticipate what will happen in the event of death.  In the case of the death of a shareholder, the other does not necessarily want to continue to operate with the spouse or the children of his former partner. It is therefore necessary to provide that the company or the remaining shareholder must redeem the shares of the deceased shareholder.  It is useful to propose an exit mechanism for the one who wants to withdraw from the business of the company, before he goes to sell his shares to anyone that the others do not know.  The other shareholders will want a right of first refusal, for example.  And so on.  Azran & Associés can draft your shareholders agreement.


 

The contract of a self-employed person

If you are self-employed, and you work for several clients, it is preferable to have your clients sign a contract.

Other corporative services

Diligent audit of the company’s books.

   

Consultation

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