Corporate & Commercial Law for Complex Business Matters

We incorporate through BC Registries and Online Services, from name approval to a completed minute book. Working from the founders’ own account of who owns and controls what, we set the notice of articles, share classes and central securities register to match it. That record is the first thing an investor’s counsel asks for, and assembling it correctly now takes less time than reconstructing it later.

We advise founders choosing between incorporating provincially under BC’s Business Corporations Act and federally under the Canada Business Corporations Act. A company operating only in BC needs neither federal name protection nor the extra-provincial registrations that follow it; a company expanding east usually needs both. We weigh the expansion plan against the filing burden each route carries, then recommend one.

We assess whether a sole proprietorship, a partnership or a corporation fits the business an owner is building. The structure settles whether a business debt can reach a personal home, and what tax the owner pays when money leaves the business. We set out both consequences before the owner registers anything, while changing the structure is still straightforward.

We design holding company and operating company structures that separate accumulated value from operating risk. We put in place the share classes, the intercorporate arrangements and the constating documents the structure needs, working to the tax plan the client’s accountant sets rather than substituting one for it. Our aim is a structure both advisers have signed off before we register it, not after.

We draft shareholder agreements covering decision-making authority, share transfers, and what happens when an owner wants out. Whether you hold the majority or the others can outvote you, the same three provisions govern the outcome: shotgun, drag-along and pre-emptive rights. Most owners sign the agreement and never look at it again, and the ones who do are reading it in the middle of a dispute.

We prepare partnership agreements setting out capital contributions, profit allocation and each partner’s authority to bind the firm. Working backwards from the events that end partnerships, death, departure and deadlock, we draft the exit terms before anyone needs them. Partners agree these terms readily at the outset and rarely agree them once one of them has decided to leave.

We advise on unanimous shareholder agreements, and on the fact that BC does not recognize them. The unanimous shareholder agreement is federal, under section 146 of the Canada Business Corporations Act; a BC company shifts director powers through its articles under section 137 instead, and the liability moves across with the power. We identify which powers are worth moving, then use the instrument that actually binds in the company’s own jurisdiction.

We act for founders and for investors on seed rounds using SAFEs, convertible notes and priced equity. A founder needs to know what the valuation cap will cost in shares two rounds out; an investor needs conversion mechanics that survive a down round. We negotiate the terms for whichever side we act for, and set out the dilution math for both.

We structure founder vesting schedules and employee stock option plans. Drafting to the standard an investor’s counsel applies in diligence, rather than to what the founders informally agreed, we document the grants, the cliff and the leaver terms. Undocumented equity is among the most common reasons a financing round loses weeks.

We review venture capital term sheets for founders and for early investors. Liquidation preference, anti-dilution and board composition decide control and proceeds far more than the headline valuation does. We translate each provision into its effect the day after closing, and mark which terms are genuinely negotiable and which are market.

We keep corporate minute books current and file the annual reports the province requires of every active company. Reconstructing a neglected minute book means chasing resolutions and share transactions the owners agreed years earlier and never wrote down, so we bring it current once and maintain it. A company with a current minute book can open its records to a buyer or lender within days.

We prepare and maintain the transparency register BC’s Business Corporations Act requires of every private company. It names each significant individual, anyone holding or controlling 25 percent of the shares or votes, and amendments passed in 2023 will open that information to public search. We update it as ownership shifts and advise owners on what public access changes for them.

We advise directors and officers on the duties the Business Corporations Act places on them personally. Whether the board is approving a related-party transaction or deciding to keep trading, the test is what the director knew and considered at the time, not how it turned out. Most boards record the outcome and not the reasoning, but the reasoning is what protects a director later.

We draft and negotiate master services agreements governing ongoing supply and customer relationships. Whether you are the party delivering or the one relying on delivery, the same four terms carry the risk: scope, payment, liability cap and termination. Most of these agreements never surface again, and the ones that do turn on a clause the parties accepted without negotiating it.

We prepare SaaS, subscription and software licensing agreements. We work through data ownership, service levels, uptime credits and what happens to customer data when the relationship ends, alongside the privacy obligations PIPEDA imposes. Our aim is an agreement that addresses the disputes this sector produces in practice, which turn on data and downtime far more often than on the licence fee.

We structure independent contractor and consulting agreements for businesses engaging people outside the payroll. Testing the arrangement against the control, integration and economic-reality factors the CRA and the Employment Standards Act apply, we align the paperwork with how the work is really done. That alignment is what holds when the CRA or a former contractor challenges the classification; the title on the agreement carries no weight on its own.

We draft non-disclosure agreements and the intellectual property assignments that move ownership to the company. Under section 13 of the Copyright Act an employee’s work belongs to the employer, but a contractor’s belongs to the contractor until a signed assignment says otherwise. We obtain the assignment when the company engages the contractor, rather than chasing it years later during a financing.

We act for owners selling a company, from pre-sale preparation through the purchase agreement to closing. Starting from what a buyer’s counsel will look for rather than what the seller believes is tidy, we clean the record, build the disclosure schedule and settle the transaction structure alongside the client’s tax adviser. That preparation usually affects the owner’s net proceeds as much as the purchase price itself does.

We represent buyers acquiring a business and run the legal diligence on what they are actually buying. Corporate records, assignable contracts, employee obligations and undisclosed liabilities are where a purchase price turns out to have been wrong. We negotiate the indemnities, holdbacks and escrow terms that cover what diligence could not reach.

We advise buyers and sellers on structuring a transaction as an asset purchase or a share purchase. A seller usually prefers a share sale for the capital gains treatment; a buyer usually prefers an asset purchase to avoid inheriting the company’s liabilities. We take this decision with the client’s accountant before we fix a position, because the parties negotiate this point as hard as price.

We negotiate earn-outs, representations and warranties, indemnity caps and survival periods. Whether you are giving the reps or relying on them, these provisions allocate the risk of everything no one could verify before closing. Most earn-out disputes turn on a calculation the parties never defined precisely, so we settle the formula and the measurement period in the agreement itself.

We establish Canadian subsidiaries for foreign parents entering the province. We handle the incorporation, the extra-provincial registrations and the intercompany agreements, and confirm where BC’s lack of a director residency requirement makes it the better entry point than a federal incorporation. Our aim is an entity that slots into the group as it exists, coordinated with counsel in the parent’s home jurisdiction.

We draft and negotiate contracts between clients here and counterparties in the United States, China and Korea. Working backwards from whether the client could actually collect an award from the chosen forum where the other party holds assets, we set governing law, forum and currency terms. That order matters, because the clause the parties accept for convenience at signing is the one that fails at collection.

We prepare foreign founders and international businesses for opening a Canadian bank account for a newly incorporated entity. Canadian banks apply anti-money-laundering verification to non-resident applicants that has tightened considerably, and an incomplete beneficial ownership file is the usual reason a bank sends an application back. We assemble the corporate records and disclosure the bank will ask for before the first meeting, not during it.