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 contain the articles of constitution (called the articles of incorporation in the 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?

Identification of the corporation

• How to choose the name of the business corporation?
• Why choose a numbered name rather than a name?
• Who chooses the name of a business corporation?
• Is it possible to reserve a business corporation's name?
• What is an "assumed name" or a "reserved name"?
• Is it possible to change the name (called the corporate name in the federal jurisdiction) of a business corporation?
• What is happening when there is an error in a contract regarding the name of a business corporation?

Regulation 45-106

• What is the aim of Regulation 45-106 respecting Prospectus Exemptions of the Securities Act (Quebec)?
• What is a private issuer?
• 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?

Shares / Shareholder

• What are the terms of a transfer of shares of a business corporation?
• How is made the issue of shares of a business 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 for not getting involved as a director in a business corporation and how to limit the effects of this disadvantage?
• What is a proxy holder for a business corporation and who can act as such?

Director

• Who can be a director of a business corporation?
• What is the role of a director of a business corporation?
• What are the formalities to be respected during the integration of a new director of a business corporation?
• What is my responsibility as a director of a business corporation?
• If the business corporation becomes insolvent, can the directors fetch the responsibility of a shareholder of a business corporation?
• When is ending the term of office of the directors of a business corporation?
• How many directors can there be in a business corporation?
• Do the directors have to be also shareholders of the business corporation?
• Can a legal person be a director of a business corporation?
• How does the decision-making process of the directors take place?
• What are the rights and powers of the directors of a business corporation?
• Can the directors delegate their powers?
• Can the directors be held responsible?

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?

Minute book of the corporation

• What is the use of the "minute book" or the "book of minutes" of a business corporation?
• What are the consequences of not maintaining updated the minute book of a business corporation?
• Why must we keep a register of minute of the business corporation?
• What is the register of minute?
• What is the update of the register for minutes of proceedings?
• What must contain the register of minute?
• Where must we keep the minute book?
• Who can consult the minute book?

Annual meetings

• Of what consist the annual meetings of a business corporation?
• Who must sign the resolutions?
• When must we hold the annual meetings?
• Is the holding of the annual meetings of a business corporation mandatory?
• What is the usefulness of the annual meetings of a business corporation?
• How is carried out the course of annual meetings of a business corporation?
• Who must call the annual meetings of a business corporation?
• How to call the annual meetings of the business corporations?
• What must indicate the notice of meeting for the annual meeting of a business corporation?
• Is it possible to waive the notice of meeting for the annual meeting of a business corporation?
• Where must be held a meeting of shareholders of a business corporation?
• Can the meeting of a business corporation be held with the help of technological means?
• How is taken the vote during an annual meeting of a business corporation?
• Who act as president of the annual meeting of a business corporation?

Internal corporate changes

• What are the formalities to be respected during the integration of a new director of a business corporation?
• Is it possible to change the name (called the corporate name in the federal jurisdiction) of a business corporation?
• How to make the change of address of the head office (called the registered office in the federal jurisdiction) of a business corporation?
• What are the terms of a transfer of shares of a business corporation?
• How is made the issue of shares of a business corporation?
• How is made a redemption of shares of a business corporation?
• What are the consequences of not maintaining updated the minute book of a business corporation?

Dividends and Declaration

• What is a dividend?
• What a business corporation must do for declaring 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 are the forms of dividends that a business corporation can declare?
• What are the different types of dividends paid in money that can be declared by a business corporation?
• What is an ordinary dividend?
• What is an eligible dividend?
• What is a capital dividend?
• 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?

End of the corporate existence

• Does the bankruptcy of a business corporation end its existence?
• How to dissolve a business 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 to dissolve a business corporation which has no obligation, nor property, nor a shareholder?
• What is the result of an automatic radiation of a business corporation?