Incorporation of a company and drafting of a contract

Incorporation of a company

A federal or provincial incorporation?

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

Which name to choose?

Choosing a name is crucial to the success of your business. It’s the branding of your business.  You do not want to make a mistake and choose a name that is already taken by someone else.  You would risk being pursued.

In addition, your professional order may require that your last name appear in the name of the corporation, for example a pharmacy.

You have to do a name search and make sure there are no trademarks are already registered.

A numbered corporation 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 only declare the use of a trade name.  Azran & Associés will advise you on the optimum use of a numbered 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 on the Board of Directors?

It is allowed to have a sole director.  If you are several, Azran & Associés will advise you on the election, the organization of your Board, its meetings and the record the decisions or resolutions in your corporation’s minute book.

Do I need a Shareholder Agreement?

If there is more than one shareholder, it is always preferable to have a Shareholder Agreement.  If a shareholder passes away, the estate will become their new partner, in the absence of a shareholder agreement.  A shareholder agreement is always preferable.

 

 

How long does it take to obtain the statutes?

In the case of a numbered corporation, the statutes can often be obtained on the same day.  In the case of a corporation with a name, it is necessary to calculate about a week.

Do I need GST and TPS numbers?

If the corporation provides taxable services, it will be necessary to obtain GST and QST numbers which must appear on the invoices which you will give to your customers.  Azran & Associés will fill take care of the necessary paperwork and other formalities in order to obtain these numbers for you.

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

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

Do I need a minute book?

The law requires that the corporation keep records be kept up to date, at the corporation’s registered head office.  The corporation’s book, often called the Minute Book contains the list of the directors, shareholders, the registers of the issued shares, the constitution, the by-laws, resolutions, shareholder’s agreement, etc.  Azran & Associés can organize your corporation’s book, keep it up to date and in addition, provide you with a copy of same on a USB key.

Formalities with the Registrar of Quebec businesses.

Any person or corporation 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 update declarations.

Virtual Minute Book

Azran & Associés can provide you with a virtual minute book and deliver it to you on a USB key for your records.

Update of the Corporation and its Minute Book

Change of Director

Any change of address, director, shareholder or officer, must be reported to the Registrar of Business of Quebec and to Corporation Canada if necessary.  Azran & Associés can assist you in the formalities.

Change in 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 prior to asking the authorities to issue articles of amendment.  Azran & Associés will prepare your authorization resolutions.  Then there is the deposit the statutes and finally there is the organization of changes in the corporation’s minute book.  For example, if the corporation’s name has changed, you must change the name on the share certificates.

Merger, winding-up, dissolution

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

It can happen that one of the corporations will become no longer useful, or it is abandoned.  Azran & Associés can take care of the formalities of liquidating or dissolving often in collaboration with your accountant.

It may happen that a corporation becomes useless, or that it is abandoned.  Azran & Associés can deal with the liquidation and dissolution formalities, often in conjunction with your accountant.

Purchase, sale or transfer of shares

Transactions involving the transfer of shares require a contract, resolutions of the Board of directors and transfer of the shares.  Azran and Associés can document your transaction and do all that is necessary so that it appears in your corporation’s minute book.

General Assembly and annual resolutions

Each year, an annual meeting must take place.  Resolutions, signed by all shareholders and all directors, may be held in lieu of meetings and assemblies.  Corporate attorneys (Montreal) can draft and prepare these resolutions for your corporation.

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 you, and take care to communicate to the Registrar of Quebec businesses any changes in the directors and 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 corporation 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 corporation, 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 and Associates can draft your agreement between shareholders.

The self-employed contract

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

 

Other corporate services

Diligent audit of the corporation’s Minute book.

 

 

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