Quick Answer
Corporate law questions tend to show up at four points in a business's life: incorporating and setting up the right structure, bringing in shareholders and putting agreements in place, reorganizing as the business or ownership group changes, and planning for succession or an eventual exit. Getting the structure right early saves far more time and cost later, especially at a sale or a financing.
Organized by Stage of Business
1
Starting up
2
Bringing in shareholders
3
Growing
4
Reorganizing
5
Succession
The Complete Guide
Formation
Incorporation
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Governance
Shareholder Agreements
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Structure
Holding Companies
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Tax
Section 85 Rollovers
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Tax
Estate Freeze
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Structure
Corporate Reorganizations
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Governance
Corporate Governance
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Financing
Shareholder Loans
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Succession
Succession Planning
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Advisory
Corporate Quarterback
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Resources
Playbooks
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Frequently Asked Questions
Do I need a shareholder agreement if it's just me and one other owner?
Yes. A shareholder agreement matters most with two owners, not fewer, because it's the document that decides what happens when you disagree, when one of you wants out, or when one of you dies. Without one, you're relying on default rules under the Ontario Business Corporations Act that rarely match what either owner actually wants.
What is a holding company and do I need one?
A holding company sits above your operating company and holds shares, and often surplus cash or investments, rather than running the business itself. It's worth considering once you're pulling meaningful retained earnings out of the operating company, since it can protect those funds from operating company creditors and set up tax-efficient options down the road.
When does a corporate reorganization make sense?
A reorganization makes sense when the ownership structure no longer matches how the business actually runs, whether that's adding a holding company, bringing in a new shareholder, splitting a business into separate entities, or preparing for a sale. The trigger is usually a transaction on the horizon, whether that's financing, a partial sale, or succession.
What is a Section 85 rollover used for?
A Section 85 rollover lets you transfer assets, like shares or business assets, into a corporation without triggering an immediate tax bill, by electing a transfer price instead of using fair market value. It shows up most often when incorporating an existing business or moving assets into a holding company structure.
How is this different from what a large firm's corporate group does?
A large firm's corporate group hands you off between lawyers, associates, and paralegals as a file moves through its stages. You deal with Wes directly, from the first call through closing, which means faster turnaround and no re-explaining your business to someone new halfway through.
What's the difference between incorporating provincially and federally?
Provincial incorporation under the Ontario Business Corporations Act is simpler and cheaper, and it's the right call for a business that operates only in Ontario. Federal incorporation under the Canada Business Corporations Act gives you name protection across the country and makes sense if you're planning to operate, or expand, into other provinces.
How often should I update my minute book?
At least once a year, and any time something changes, like a new shareholder, a new director, or a share issuance. An out-of-date minute book is one of the most common issues that slows down a sale or financing, because buyers and lenders both want to see clean, current corporate records before they'll move forward.
What is an estate freeze and when should I consider one?
An estate freeze locks in the current value of your shares for tax purposes and shifts future growth to the next generation or a family trust, typically using a new class of shares. It's worth considering once your company has meaningful value and you want to start planning for succession or reduce the tax bill on a future sale.
Do I need a unanimous shareholder agreement or a regular shareholder agreement?
A unanimous shareholder agreement, or USA, can restrict the powers of the board of directors and shift management authority directly to the shareholders, which a regular shareholder agreement can't do. Most businesses with active owner-operators use a USA so the people running the company have the legal authority to match.
When should I bring in outside advisors versus handling things internally?
Bring in outside advisors, accountants, valuators, wealth managers, once a decision touches tax, valuation, or personal financial planning alongside the legal structure. Wes coordinates directly with your existing advisors rather than working around them, so the structure and the numbers stay aligned.