Business Corporation

Constitution / Incorporation

• Why incorporate or constitute a business corporation?
• Choose a business corporation of federal or provincial jurisdiction?
• What about the contracts signed for and on behalf of the business corporation before its constitution or incorporation?
• Is the affixing of a seal on the documents signed by a business corporation required?
• What is the share capital of a business corporation?
• What must be included in the articles of incorporation (known as the articles of organization in federal jurisdiction)?
• What types of shares can constitute the share capital of a business corporation?
• What is the required documentation once the business corporation is constituted?
• When does it become advantageous for an entrepreneur or self-employed to incorporate?
• What other kind of impact an incorporation can have on your income? Your income splitting?
• What is the advantage of an incorporation with respect to lenders and investors?
• What other advantages can an incorporation bring you?
• Can a corporation have only one shareholder and one director?

Documents to Prepare After Incorporation

• Does the minute book have to be prepared as soon as a company is incorporated?

Identification of the corporation

• How to choose the name of the business corporation?
• Why choose a numbered name rather than a name?
• Choosing a Corporate Name for a Corporation
• Is it possible to reserve a business corporation's name?
• What is an "assumed name" or a "reserved name"?
• How do you change the name of a corporation?
• What is happening when there is an error in a contract regarding the name of a business corporation?
• Can a company conduct business under a name other than its own name or legal name?

Regulation 45-106

• What is the aim of Regulation 45-106 respecting Prospectus Exemptions of the Securities Act (Quebec)?
• What is a "closed issuer" under provincial law?
• Following the adoption of the Regulation 45-106, does a business corporation have to be the subject of legal modifications?
• What to do to ensure the respect of Regulation 45-106?
• How do you add a partner to a corporation?
• Can you give away or sell only a portion of your shares?
• Can one become a shareholder without being a director?
• Does the death of a shareholder automatically terminate their rights in the company?
• What happens to shares upon the death of a shareholder?
• Can a shareholders' agreement limit the transfer of shares?
• When selling part of a company, should you sell shares or assets?

Shares / Shareholder

• What are the procedures for transferring shares in a corporation?
• How are shares issued by a corporation?
• How is made a redemption of shares of a business corporation?
• If the business corporation becomes insolvent, can the shareholders fetch the responsibility of the directors?
• What is the main disadvantage for a shareholder of not serving as a director of a corporation?
• What is a proxy holder for a business corporation and who can act as such?
• What is a right of first refusal?
• How do you add a partner to a corporation?
• Can you give away or sell only a portion of your shares?
• Can one become a shareholder without being a director?
• Does the death of a shareholder automatically terminate their rights in the company?
• What happens to shares upon the death of a shareholder?
• Can a shareholders' agreement limit the transfer of shares?
• When selling part of a company, should you sell shares or assets?
• How can you determine the value of a company's shares?
• Are a company's shares automatically worth more when the company is profitable?
• Who determines the value of a company's shares?
• Can a shareholders' agreement stipulate the method for valuing shares?
• Do a company's shares automatically become more valuable when the company makes a profit?
• Can a foreigner or non-resident be a shareholder in a company in Quebec or Canada?
• In the event that a corporation faces debts or significant financial problems, or is insolvent, can the directors hold a shareholder of the corporation liable?

Director

• Who can be a director of a business corporation?
• What is the role of a director of a corporation?
• How do you elect a new director of a corporation?
• Under what circumstances can a director be held liable for a company's debts or actions?
• How long is the term of office for a company director?
• How many directors can a corporation have?
• Do you have to be a shareholder to serve as a director of a company?
• Can a legal entity serve as a director of a company?
• How do a company's directors make their decisions?
• What are the rights and powers of the directors of a corporation?
• Can the board of directors delegate its powers?
• Can the directors be held liable?
• How to resign as a director of a corporation?
• Can an administrator be paid?
• What should an administrator do before making an important decision?
• Can a director act despite a conflict of interest?
• Can I be a director if I am not a shareholder?
• Can I be a director of a company if I reside outside of Canada?
• How to replace a deceased administrator?
• What should be done if an administrator refuses to resign?
• How do I remove an administrator?
• Can a director be sued personally?
• Can a director vote when they have a conflict of interest?
• Can a director bind the company on his own?
• How long does an administrator remain in office?
• Does a company always need to have a director?
• Who can fill a vacancy on the board of directors?
• What happens if all the administrators resign?
• Can an administrator appoint their replacement?
• Can an administrator access all company documents?
• Can an administrator be a minor?
• Can a director become ineligible to perform their duties?
• Which people cannot be directors of a company?
• Can an administrator participate in a remote meeting?
• Can the board of directors make a decision without holding a meeting?

Officer

• By whom are created the positions of officers and other functions of the business corporation?
• What are the obligations of the officers of a business corporation?
• Is a company executive required to disclose a conflict of interest?

Nature and content of the corporate minutes and registers

• What is the purpose of a corporation's “minutes books” or “records books”?
• What Are the Minutes Book and Registers of a Corporation (Quebec) Used For?
• Why is it important to keep a company's minutes book up to date?
• Why is it necessary to maintain a record of the minutes of a corporation?
• What is the register of minute?
• What must contain the register of minute?
• Where must we keep the minute book?
• Who can consult the minute book?
• What Are the Minutes Book and Registers of a Corporation (Canada) Used For?
• Is a minutes book mandatory?
• Can the minutes book be kept in electronic format?
• When should the first book of minutes be prepared?
• Which documents in the minutes book must be signed?
• Who is responsible for preparing the minutes book?

Update of the corporate minutes book and registers

• Why is it important to keep a company's minutes book up to date?
• What does updating the minutes log involve?
• How often should the minutes book be updated?
• When is it recommended to do the annual update of the minutes book?
• What are the risks if the minutes book is not up to date?
• Is it possible to reconstruct a lost or incomplete book of minutes?
• What should be done if the minutes book is lost?
• My company has been incorporated for several years, but my minutes book has never been updated. What should I do?
• Can I update several years' worth of corporate documentation in a single step?

Preservation of the minutes book

• How long should the minutes book be kept?
• Can a paper minutes book be replaced by an electronic version?
• What documents need to be updated when there is a change of shareholder?

Use of the minutes book

• My accountant is asking me for the minutes book. Why?
• I'm changing accountants. Do I need to give him the minutes book?
• Why would a financial institution request a corporate opinion?
• In what situations should the minutes book be consulted?
• Is the minutes book necessary to obtain funding?
• I want to sell my business. Will my minutes book be necessary?
• During a transaction, can the notary or lawyer request the minutes book?
• Why would a buyer of a company want to consult the minutes book?
• Why might an investor request an opinion on the company's corporate situation?

Annual meetings

• Can a director be sued personally?
• What are the annual meetings of a corporation?
• Who must sign the written resolutions?
• When must annual shareholder meetings be held?
• Is a corporation required to hold an annual meeting?
• Why are a company's annual meetings important?
• What are the steps involved in a joint-stock company's annual meeting?
• Who is responsible for calling the annual shareholders' meeting?
• What is the required notice period for calling an annual meeting?
• What must be included in the notice of an annual meeting?
• Can a shareholder waive the notice of a meeting?
• Where can an annual shareholders' meeting be held?
• Can a shareholders' meeting be held remotely or online?
• How do shareholders vote at a meeting?
• Who presides over an annual shareholders' meeting?
• Can a unanimous written resolution replace the annual shareholders' meeting?
• Is an inactive company required to hold an annual general meeting?
• What should be done if no annual general meeting has been held for several years?
• Can annual general meetings that were not held be regularized?
• Does an annual general meeting have to be held in person?
• Who should prepare the annual resolutions?
• I am the sole shareholder. Do I still need to prepare annual resolutions?
• What happens if the annual resolutions are not signed?
• Do annual resolutions have to be signed every year?

Internal corporate changes

• How do you elect a new director of a corporation?
• How do you change the name of a corporation?
• How do you change the registered office address of a corporation?
• What are the procedures for transferring shares in a corporation?
• How are shares issued by a corporation?
• How is made a redemption of shares of a business corporation?
• Why is it important to keep a company's minutes book up to date?
• When is it necessary to amend the articles of association of a joint-stock company?
• How to correct an incomplete minutes book?
• What formalities are required to change the name of a company?
• What formalities are required when changing the registered office address?
• What documents need to be updated when there is a change of shareholder?
• What changes need to be recorded in the minutes book?

Dividends and Declaration

• What is a dividend?
• How does a corporation declare a dividend?
• What are the requirements that a business corporation must meet for declaring a dividend?
• How to calculate the dividend that a business corporation wishes to declare?
• What is a discretionary dividend?
• What types of dividends can a corporation declare?
• What are the different types of cash dividends that a corporation can declare?
• What is an undistributed or ordinary dividend? And what about the company's payment of it?
• What is a qualified dividend? And what are the conditions under which a company must pay it?
• What is a capital dividend, and how is it paid out?
• What is the tax impact for a shareholder according to the type of dividends he receives?
• What is the dividend paid in property and what are the problems related to such declaration of dividend?
• What is the dividend paid by issuing fully paid shares?
• Can a shareholder renounce to a dividend declared by a business corporation?
• What is the difference between receiving a salary and receiving a dividend from your company?
• Who decides to declare a dividend?
• Can a company declare a dividend if it has not made any profit?
• Is a resolution from the directors required to declare a dividend?
• Must a dividend be paid to all shareholders?
• Can a company declare multiple dividends in the same year?
• What is the difference between declaring and paying a dividend?
• At what point is a dividend considered to be declared?
• What legal formalities must be observed when an accountant recommends a dividend?
• At what point does a dividend become payable?
• Can a company cancel a dividend after it has been declared?
• Can a single dividend be paid in several installments?
• Can multiple dividends be paid on different dates?
• How do I document the declaration and payment of a dividend?

End of the corporate existence

• Does the bankruptcy of a corporation bring its existence to an end, and what are the consequences for shareholders and directors?
• How do you dissolve a corporation?
• What is the difference between the dissolution and the liquidation of a business corporation?
• What is the voluntary dissolution of a business corporation?
• How do you dissolve a corporation that has no debt, no assets, and no shareholders?
• What is the result of an automatic radiation of a business corporation?
• What happens to the minutes book after the company is dissolved?
• What should be done when a company ceases operations?
• Can a company be reconstituted after its dissolution?
• Can a company remain inactive without being dissolved?

Annual Corporate Management

• What formalities must a company complete each year?
• Why is it important to keep the minutes book up to date?
• What documents should a company keep?
• How long must a company keep its corporate documents?
• How to prepare a company's documentation for a financing application?
• How to prepare a company's documentation for the arrival of a new investor?
• What documents does a bank usually require when providing financing?
• What documents are generally required when selling a business?
• Why does the minutes book need to be up-to-date when selling shares of a company?
• Why do investors request an up-to-date book of minutes?
• What is due diligence?

Common situations

• How do I add a partner to a corporation?
• Where do I start when selling a business?
• What steps should be taken to welcome an investor?
• What should you do when an accountant asks for the minutes book?
• Is it a problem if no annual general meeting has been held?
• Can an incomplete minutes book be rectified?
• A shareholder wishes to leave the company. What are the procedures?
• What steps should be taken to leave a company?
• I want to hand over my business to my children. What legal steps do I need to take?
• What documents need to be updated before selling a business?
• How can you check if a company's corporate documents are up to date?