Parr Business Law
101-1965 West 4th Ave V6J 1M8 Vancouver, BC, Canada

For many people, the new year brings on new contracts. Here's a quick checklist to keep an eye out for when signing a contract.

Did you know A corporate minute book is required by law in Canada and holds a fine of up to $5000. If a government agency makes a request to access it, this request must be accepted. Read this article and get informed!

For many people, the worst part of being a business owner is having to fire an employee. What's worse is that it's inevitable. Here is a brief outline of the steps that you should be taking.

Getting sued as a business owner can completely devastate your investment in your business. Be knowledgeable about the common reasons business owners get sued to avoid them yourself!

Avoid making these common incorporations mistakes and invest in the long-term success of your business.

From defining roles and responsibilities to dispute resolutions. Here are some important factors to consider when starting a business partnership.

What happens if your Will does not make adequate provisions to your spouse and/or children? Read this article to be informed!

Avoid paying for probate fees by doing this ONE thing.

Transferring your business to the next generation? Don't fall into the trap of double taxation, here's how!

Over time a trademark evolves from representing goods and services to also representing the reputation of the company. Here's a quick guide to Trademarking 101.

Are you thinking about hiring? When undertaking this process, it is important that you not only protect your business but also your employees. Here are a few key elements of an employment contract!

Two of the most important tax strategies that can be used through a family trust. Watch the video to find out more!

Starting a Small Business? Here are a few necessary steps to take in order to protect your business when getting it off the ground.

What is a Family Trust? How do they work and what are some of the benefits associated with one?

Free legal contracts can end up costing you more while not protecting your business as you had hoped. Here are a few reasons why you should not use free legal contracts.

So you've found a commercial property that you like? Here are some important factors you should consider before signing the agreement.

What is a bare trust and how can it help you avoid paying for property transfer tax? Watch the video below to find out!

You can incorporate yourself in BC without any legal help but does it mean you should? In this article, I go over common mistakes and things to consider when thinking about incorporation for your business.

Are you looking for investors? A Cap Table is an imperative document for ensuring that future investors have something that will accurately reflect the actual state of ownership of the company. Watch this video to get the 4 types of ownership that a cap table reflects!

Knowing the key elements in drafting a strong Shareholder's Agreement will go a long way in setting your business up for long-term success. Don't miss out on this article!

What's a Power of Attorney and how is it an essential part of an estate plan? Watch this quick video an find out!

You've most likely heard of the term, "fair market value" but what does this really mean? In this article, I go over the terms and important things to know to understand the lingo.

This is why it is essential to have a shareholders' agreement for the success of your business

Here are some important insights on termination without cause. What are your rights in this scenario?

In this video, we’re going to cover off what they are, why they’re useful, and what are the main mechanics in setting up an employee stock option plan.

Here are a few reasons why it is important to have a Shareholder's Agreement.

What happens if you die without a Will? In this video, I cover 3 important things to know when starting a will and estate planning.

What are the differences between Federal and Provincial incorporations? Find out in the video below! https://www.youtube.com/watch?v=zfRt3bYaO9w&t=1s

What's a Convertible Note and what are the main benefits for the startup and the investor? Pay close attention to the video below! https://www.youtube.com/watch?v=pHvQEPiTOpQ

Hiring a contractor an employee? What's the best choice for your business? https://www.youtube.com/watch?v=AceVB0OtAWs

Are non-competition agreements enforceable? Find out! https://www.youtube.com/watch?v=rABW0WfmkVA

Here are 4 main reasons why you might benefit from using a holding company for your business. Comment or DM me if you have any questions! https://www.parrbusinesslaw.com/benefits-of-using-a-holdin/

In this video, I go over the 3 Most Common Estate Planning Documents and How to Sign Them. 1) Will 2) Power of Attorney 3) Representation Agreement ... Comment or DM me if you have any questions! https://www.youtube.com/watch?v=2ZQ55w5ulwo&t=3s

Canadian Small Businesses will receive some Commercial Rent Relief through Federal Program. If you're negotiating with your landlord or tenant regarding your commercial lease, there are options, and those options may be expanding. Read on and contact us if you have any questions.... https://www.parrbusinesslaw.com/canadian-small-businesses-/

Here are four primary reasons to incorporate your small business: 1) Liability and (some) creditor protection 2) Potential tax savings 3) Eligibility for the Lifetime Capital Gains Exemption once you exit; ... 4) A highly flexible business structure that can adapt as you grow Comment or DM me if you have any questions! https://www.youtube.com/watch?v=_SHjsXhw_bA

If you're in a commercial lease and are struggling to pay rent, you may have options that you haven't considered. https://www.parrbusinesslaw.com/covid-19-and-your-commerci/

Need a business lawyer but don't want to pay $500 for information you already know? Here's how I work: We connect, we get on the phone, meet for coffee or hop on a Zoom call. You don’t pay for this.... We talk about your business, your priorities, where you’re stuck, and help identify if there are areas where you could use support, whether it’s legal or another area. My role is to help you canvass your options and to understand how legal agreements can support your business. You don’t need the full suite of legal agreements - every business is UNIQUE and it doesn’t make sense to apply a one size fits all model. Don’t let yourself get sold on legal services that you don’t need. With all of my clients, I don’t charge for quick calls, texts and short emails. This also means I don’t take every client - it’s important for both of us that the relationship makes sense. A business relationship is no different than any other kind, and the foundation of any healthy connection is trust, transparency and authenticity. So whatever stage of business you’re at, from incorporation, to hiring your first employees or contractors, to protecting your intellectual property, to taking on financing and issuing stock options to your key people - give me a shout, I’d be happy to chat it through with you. Steve

Got a business law question? Get an answer! https://calendly.com/pbl-steve/15min Ask me anything, like: ... - When is the ideal time to incorporate? - How do you protect your brand? - How do I buy a business? - What should I include in my consulting agreement? For the next two weeks I'm offering a 15 minute call to a handful of business owners to address your questions! Claim your spot! https://calendly.com/pbl-steve/15min

The Securities and Exchange Commission's Chief Accountant has confirmed that companies working with blockchain and digital assets have a responsibility to follow accounting standards: "...it is essential to keep in mind that innovations in technology can be the ally of a company's business and financial reporting activities, not their opponent."

A MiFID II-compliant crypto-exchange has entered beta-testing - marking the launch of the first fully regulated cryptocurrency exchange. Blocktrade.com will trade Bitcoin (BTC), Ethereum (ETH), Litecoin (LTC), Bitcoin Cash (BCH) and Ripple (XRP), with rollout pegged for this September.

Employee stock options offers can be complicated and jargon-heavy. Given that shares in startups can involve a high level of risk, it is important that you understand what's on the table. Here's a short guide to getting to know your stock options offer:

The UK Law Commission has launched a research project to look at what law reforms could be implemented for blockchain-based smart contracts. "The Law Commission believes that smart contracts have the advantage of increasing "trust and certainty" and boost transaction efficiency among businesses. As such, the current legal system should adapt to the nascent technology to make the U.K. attractive for enterprises..."

Coinbase has received regulatory approval to acquire several securities firms. "Last month, the exchange announced that it intends to purchase three companies Keystone Capital Corp., Venovate Marketplace and Digital Wealth LLC as a means to becoming a regulated platform for offering trading in security tokens, as well as to tokenize traditional financial assets."

Coinbase has announced they are exploring the addition of several new assets, including: Cardano, Basic Attention Token, Stellar Lumens, Zcash and Ox. https://blog.coinbase.com/coinbase-is-exploring-cardano-bas

Are security tokens the next chapter in the march of blockchain into capital markets? The latest from our blog tracks the emergence of the regulation-friendly token and how they differ from other offerings.

Considered piece on whether there is hope for a coordinated international approach to regulating crypto-tokens. "...concerns should not prevent regulators from creating clearly signalled guidelines to participants in the blockchain development community about how they will apply existing law to different scenarios."

The Canadian Securities Administrators (CSA) have issued further guidance on the securities law implications for token offerings. The notice sets out situations in which an offering may involve an offering of securities, and how regulators may deal with offerings that are structured in multiple steps (such as those utilising SAFT agreements). "In order to avoid costly regulatory surprises, we encourage businesses with proposed offerings of tokens to consult qualified securities legal counsel in their local jurisdiction about the potential application of, and possible approaches required to comply with, securities legislation." https://www.bcsc.bc.ca//46-308__CSA_Staff_Notice___June_1/

Speaking at CoinDesk's Consensus 2018 Conference in NYC, prominent US regulators have stated that they do not want to hinder blockchain innovation. The panel, including representatives from the CFTC and SEC, have confirmed that while they are focused on preventing fraud, they are open to working with companies making good-faith efforts to comply with securities legislation.

Is your airdrop a distribution of securities? Companies conducting an airdrop may consider the practice of giving out tokens free of charge harmless from a securities law perspective. However, the legal status of airdropped tokens is by no means clear. Read the latest from our blog: https://www.parrbusinesslaw.com/is-your-airdrop-a-distribu/

Potentially precedent-setting proceedings are underway in the US, with a jury to decide whether tokens issued through allegedly fraudulent initial coin offerings count as securities.

US regulators are investigating whether Ether should be governed by securities laws.

Interesting analysis of Canadian provincial regulators' likely approach to ICOs. "We believe the provincial securities regulators in Canada would be as equally inquisitive and systematic as the SEC has reportedly been in its recent analysis of Simple Agreement for Future Tokens (SAFT) contract based coin and token offerings. Indeed there is evidence that similar investigations have begun in Canada."

Nearly two months have passed since the SEC's subpoena sweep. U.S. regulators have yet to publicly rule on the question of the SAFT, which many speculated was the target of the SEC's investigations. "There's been no guidances. There's been no cases filed. There have certainly been no cases brought to trial. All we know for sure is the chairman of the SEC has expressed concerns several times in public remarks."

The SEC's investigations into the fundraising method notwithstanding, ICO funding for this year has already eclipsed that of 2017. Despite regulatory risk: "...investors' appetite for token sales appears to be intact, and entrepreneurs appear willing to bear the risks and go on selling tokens."

Maltese authorities are working on a test to define when ICO's will be considered securities that potentially carves out an exemption for utility tokens. The test was announced in a consultation paper released last Friday, which is currently open for public feeback.

"With the IRS focusing on the new tax laws, there has been no new cryptocurrency tax guidance since 2014. Consequently, few investors fully understand the issues and implications of how to treat 2017 crypto gains."

Ontario's Securities Commission has indicated that it will prioritize increasing its knowledge and regulation of flagged token sales and cryptocurrency markets in a statement published on March 29. "This innovation is driving more complexity in financial markets and products and creating a risk that consumers may not understand what they are buying. Initial offerings of digital currency and similar instruments can raise fundamental issues about the scope of securities regulation, at the same time that they present significant investor protection issues." The regulator will be accepting feedback until the end of May.

Tax time is approaching. Learn how existing tax laws will likely apply to your digital holdings. https://www.parrbusinesslaw.com/paying-tax-on-your-investm/

Developments in the U.S. Securities Exchange Commission's approach to the crypto-sector have not occurred in a vacuum. Fasken's Daniel Fuke and Taisha Lewis have published a timely reminder that Canadian and US industries and markets are deeply intertwined, and share similarities in securities regimes. "It is clear that regulators are paying attention and heightening scrutiny in the blockchain and cryptocurrency industry. Whereas in early 2017 industry participants operated with little regulatory oversight, the past several months have seen an increased effort by lawmakers to zero in on the regulatory issues posed by the emerging space." https://buff.ly/2pzebj8

Congrats to Quantstamp on successfully releasing their first iteration of their product and submission to Y Combinator’s demo day! Well done folks!

The days of cowboy capital formation are over. As details of the U.S. SEC's investigation into the cryptocurrency sector continue to emerge, crypto-startups and savvy investors will be closely observing the evolution of investor regulations.

A spokesperson for the SEC has confirmed that investigations into ICO's are underway. "We are very active, and I would just expect to see more and more."

Gibraltar has released more detail on its ICO regulatory scheme, including a statement that most tokens are not considered securities under either Gibraltar or EU law. The plan also includes an authorized sponsor regime, where every issuer must appoint an individual to supervise the sale and ensure regulatory compliance. "Officials from the Gibraltar Finance Centre and the Gibraltar Financial Services Commission told CoinDesk in February that the implementation of the sponsorship regime was part of their market-driven approach to ICO regulation, an attempt to avoid a one-size-fits-all approach. The regime would mean the market, not regulators, could determine what a "good" token sale looks like, according to the document."

Two separate sessions on cryptocurrencies have been scheduled for next week's G20 in Argentina. "The issue is an important item on the meeting agenda; delegates will consider a common response that would mitigate the risks without discouraging innovation."

"Regulation in this space is something that the U.S. has to get right. Because poor or rushed policy in cryptocurrencies really threatens our reputation in finance and technology." Here's what went down when Congress discussed ICO's on Wednesday morning:

Google has announced that it will ban crypto and ICO ads starting in June 2018. Of the ban, a Google representative stated: "We don't have a crystal ball to know where the future is going to go with cryptocurrencies, but we've seen enough consumer harm or potential for consumer harm that it's an area that we want to approach with extreme caution.

US Congress is set to discuss cryptocurrencies tomorrow, in a hearing that appears to be informational in tone with a focus on ICO's and regulation. "Congress also has several bills related to cryptocurrencies, and while the long-term success of those measures isn't certain in a politically-charged environment, Wednesday's discussion may ultimately come into play as lawmakers look at proposals to beef up federal-level oversight of exchanges and study the link between cryptocurrencies and terrorism financing."

The flow-on effects of the SEC’s subpoena-sweep have continued into this week, with some projects reconsidering their rollout strategy, and others considering moving outside of the U.S. completely. Which raises the question of whether a whole new tech economy could come up outside a firewall around the U.S.