LawLPS provides the following legal services:

• Creation of a business corporation, a business partnership, a co-operative corporation or a charitable/not-for-profit corporation;

• Preparation and advice about shareholder agreements;

• Provision of legal advice on business structuring, organization, maintenance, restructuring and dissolution;

• Maintenance of corporate records;

• Preparation of corporate resolutions, corporate minutes and related corporate documents;

• Assisting in the assessment of corporate risk and conducting due diligence reviews; and

• Provision of general counsel advice.

What is a sole proprietorship?

A sole proprietorship is a business which has one (1) owner and it may decide to register a business name with the province and operate without incorporating, or it may decide to incorporate. An example of a sole proprietor is a store owner who invests all the capital and who receives all the profits.  The liability of a sole proprietor will depend on whether the business is incorporated.

What is a corporation?

A corporation is a legal person under provincial or federal law, separate from its directors, officers and shareholders.  Therefore, liability to these individuals is limited and any risk is sustained by the corporation itself.  The value of the corporation is held in shares which are issued to subscribing shareholders according the articles of incorporation and/or shareholder agreement.  A corporation can issue shares privately to a limited amount of shareholders or publicly (i.e. shares which are widely held and listed on the public stock market) as a public issuer under the authority of the provincial securities regulator.

What is a partnership?

A partnership is a legal structure which allows two (2) or more individuals to operate a business in which the responsibilities and profits can be shared.  It also an alternative to setting up a corporation.  However, each partner has unlimited liability in that each jointly shares any liability or risk undertaken by the partnership. There are various forms of partnerships: general partnerships; limited partnership; and limited liability partnership.

What is a co-operative?

A co-operative is typically required under provincial or federal law to be established as a corporation.  This type of business is owned by the individuals who capitalize the co-operative and use the products and services offered by the co-operative.  The profit of the co-operative is shared between its members as dividend returns, patronage returns or other benefits as determined in the articles of incorporation and/or by-laws.  A co-operative can be incorporated as a share capital or a non-share capital corporation.

What is a charitable/not-for-profit corporation?

A charitable corporation has charitable objects/purposes and is established without share capital, and its members cannot receive any personal benefit.

A not-for-profit corporation is similarly structured without share capital.  However, its objects/purposes are non-charitable and typically have social and civic purposes.