Contract Drafting: Letting the Precedent Think for You
Posted: January 17, 2022
Authors: Warren Ragoonanan and Katherine Lorriman During World War II, the U.S Air Force had a problem. They were losing too many planes in the theatre of war. Sometimes they were shot down by Nazis, other times it was friendly fire. They knew that to curb their losses, they needed...
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Whadaya Mean My Corporation Isn’t Organized?
Posted: October 7, 2021
Author: Warren Ragoonanan At WRD, we create a lot of corporations. And, we write about it a lot as well – case in point: The 7 Key Steps for Incorporation, Incorporation Documents, Minute Book, Unanimous Shareholder Agreements, and End of the Road: Dissolving Federal Corporations. We have noticed a bit...
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End of The Road: Dissolving Federal Corporations
Posted: January 4, 2021
By Heath Campbell A time may come in the life cycle of the business where a corporation needs to end – legally known as a “corporate dissolution”. We have seen many of these in our practice, both at the Ontario and federal level. Because at WRD we tend to favour...
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What kind of shares should I issue?
Posted: March 2, 2020
What kinds of shares should I issue? A “share” is a percentage of ownership in a corporation that entitles its owner to certain rights in that corporation. These rights can generally be categorized as “control rights” and “income rights”. Control rights refer to the shareholder’s ability to influence decisions of...
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Unanimous Shareholder Agreements
Posted: March 2, 2020
What is a Unanimous Shareholder Agreement? Corporate statutes in Canada[1] provide that a corporation’s default position is to be managed entirely by its directors and officers. This situation can be reversed through the use of a unanimous shareholder agreement (“USA”), which restricts the power of the directors to manage the...
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Minute Book
Posted: March 2, 2020
What is a “Minute Book” and why should I care? After completing the incorporation process, your lawyer should provide you with a corporate minute book which becomes the permanent repository of your corporation’s key documents (the “Minute Book”). The Minute Book must be kept at the corporation’s registered office or...
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Annual Corporate Governance
Posted: March 2, 2020
What is Annual Corporate Governance? All corporations incorporated federally and provincially in Ontario are required by law to hold annual meetings of shareholders or to have annual resolutions signed by all of the shareholders in lieu of holding an annual meeting. Both the annual meeting and the annual resolutions are...
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Incorporation Documents
Posted: March 2, 2020
At incorporation, the first documents you should find in your corporation’s Minute Book include: General Operating By-law (“By-Law No. 1”) – By-Law No. 1 is a list of general operating rules for the corporation.First Director(s) Resolution – The individual(s) who agreed to be the first director(s) on the Articles have a legal...
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The Seven Key Steps Towards Incorporation
Posted: March 2, 2020
Step 1 – Decide on whether to incorporate Federally or Provincially Will your operations take place only in Ontario, across the country or internationally? Step 2 – Decide on your company’s name Every company needs a name. If you want a unique name, we will conduct a name search to...
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Dissecting the Medical Professional Corporation – Part 3
Posted: March 2, 2020
Physicians practicing in Ontario are permitted to incorporate their medical practices and operate as a medicine professional corporation (“MPC”). The law grants corporations certain powers that may be financially beneficial for physicians, such as the ability to hold assets and incur liabilities; as well as certain added responsibilities which may...
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