Pawlina Law
1800-2 St Clair Ave West M4V1L5 Toronto, ON, Canada

June 30th is coming up! Why is this important? If you have a corporation with a fiscal year of December 31st, you will need to complete your annual resolutions on or before June 30th. Every corporation must complete an annual director resolution and an annual shareholder resolution within 6 months of its year end. https://www.pawlina.ca/maintain-your-corporation-or-else-h/

In commerce there are a number of different types of names, these include: Legal Names, Corporate Names, Registered Business Names, Domains, Trade Names, and Trademarks. The proper use and registration of these names is important to ensure a business is properly protected. https://www.pawlina.ca/business-names/

Since shareholders have invested their money in a corporation, they have some protections in place. In addition to any rights provided by an applicable shareholder agreement, the Business Corporations Act (Ontario) (OBCA) and the Canada Business Corporations Act (CBCA) provide shareholders with some rights. These rights are intended to give shareholders protections and to foster transparency in the corporation. #pawlaw https://www.pawlina.ca/shareholder-rights-for-ontario-and-/

At times, the aims of a corporation can change. For example, a corporation may wish to become a not-for-profit corporation to better align itself with its actual working. Rather than dissolving its current form and starting a new corporation, the corporation can be continued as a not-for-profit corporation. #pawlaw #notforprofit #corporatelaw #businesslaw https://www.pawlina.ca/its-no-longer-about-the-money-conti/

I was failing at my 2020 goal of writing more content. However, now that I have more time on my hands, I complied a guide to creating and maintaining a minute book. A minute book is used to fulfill the record keeping requirements of the Business Corporations Act, R.S.O. 1990, c. B.16 (OBCA) and the Canada Business Corporations Act (R.S.C., 1985, c. C-44) (CBCA). #pawlaw #businesscontinuity #businessresilience #corporatelaw #businesslaw #ontario #lawyering... https://www.pawlina.ca/obca-cbca-corporate-minute-book/

Can the employer require the employee to work from home? Sometimes. In these difficult times working from home is becoming commonplace. Working from home provides business continuity for the employer and continued income for the employee. However, not everyone can work from home. Unreasonable requests to work from home may be seen as constructive dismissal. To determine whether the employer may require an employee to work from home, the following questions can be asked: Ar...e the employee duties compatible with working from home? It would likely be unreasonable to expect an employee to meet with clients or coworkers in their home. Can the work be done safely at home? Some work requires multiple people working together to be accomplished safely. Such work could not be accomplished form home. Is working from home contemplated in the employment contract or a workplace policy or be seen as reasonable within the contemplation of the parties? Does the employee's home have telephone, internet or other capabilities needed for working from home? See more

Corporate maintenance is important! This is a great little video on how to keep a Federal Corporation in good shape. A Provincial Corporation follows substantially the same form. https://www.youtube.com/watch?v=R2baLoMDZt8... Drafter Resolutions can be found here: https://www.pawlina.ca/draft-annual-directors-resolutions/ #pawlaw #maintenance #howto #corporation #CBCA #businesslaw #corporatelaw

Every couple months, I get a call from a business owner saying, ‘My business partner is stealing from the business, what do I do?’ I shudder knowing that it will be sometime before their life returns to ‘normal’. #pawlaw https://www.pawlina.ca/business-partner-theft/

Now that we know why we must maintain annual resolutions for a company, we must also know how to maintain annual resolutions for a company. All Business Corporations Act (Ontario) (OBCA) corporations and Canada Business Corporations Act (CBCA) corporations, no matter how small and inactive they are, must hold at least: one annual meeting of Shareholders, and one annual meeting of Directors. https://www.pawlina.ca/draft-annual-directors-resolutions/

If you have not maintained annual resolutions for your corporation, you should address this issue immediately. Both the Business Corporations Act (Ontario) (OBCA) and the Canada Business Corporations Act (CBCA) require annual corporate resolutions to be maintained and it is an offence not to maintain corporate records. https://www.pawlina.ca/maintain-your-corporation-or-else-h/

Clients are often surprised when I ask them whether they would like to incorporate federally under the Canada Business Corporations Act (R.S.C., 1985, c. C-44) (the CBCA) or provincially under Ontario’s Business Corporations Act, R.S.O. 1990, c. B.16 (the OBCA). They are either surprised that the provincial option even exists, or they are surprised that I would consider provincial incorporation as they think that federal must always be better. However, both are good options and only by examining the client’s circumstances can a determination be made. https://www.pawlina.ca/federal-provincial-incorporation/

There several advantages to providing professional services using a Professional Corporation. The main advantages are the potential tax advantages of deferral, income splitting, and use of the lifetime capital gains exemption. Professional corporations also provide limited protections from creditors, flexibility in remuneration, and the ability to pay non-deductible expenses from the Professional Corporation. https://www.pawlina.ca/professional-corporations/

My new year's resolution was to write one article per month. Technically, this was posted on March 31st but only shared now, so I am counting it! There are a number of issues a prospective purchaser must consider before buying a business. Before purchasing any shares or assets, it is important to examine and research the business to ensure you are getting what you bargained for. This examination process is commonly referred to as due diligence and is undertaken to ensure all the facts presented by a seller are correct. https://www.pawlina.ca/buyer-beware-due-diligence-checklist/

A corporate minute book review will be one of the first actions undertaken by counsel of a prospective acquiror or investor. However, most businesses have deficient corporate minute books with some businesses not even having a minute book. Fortunately, it is possible to cure these deficiencies. https://www.pawlina.ca/rectifying-resolutions-how-to-fix-a/