Corporate/Commercial

GENERAL COMMERCIAL DOCUMENTS
PURCHASE AND SALE OF A BUSINESS – SALE OF ASSETS
Purchase
Sale
PARTNERSHIPS
CORPORATE
Incorporation of a corporation with share capital
Incorporation of a corporation without share capital
Certificate of Amendment of Articles  or  Supplementary Letters Patent  for a corporation without share capital
Terminating the corporate existence of a corporation on a voluntary basis

GENERAL COMMERCIAL DOCUMENTS
Drawing assignments and guarantees

Drawing releases, acknowledgements, authorizations or directions

Preparing statutory declarations or affidavits and attending upon execution

Completing proof of claim in bankruptcy or proposal and proxy including attachment of statement

PURCHASE AND SALE OF A BUSINESS – SALE OF ASSETS

Purchase:

Reviewing executed agreement of purchase and sale

Requesting statement of creditors under the Bulk Sales Act and tax clearance certificate under the Retail Sales Act

Searching for arrears of business taxes, corporation taxes and other taxes and/or rates constituting statutory liens

Reviewing bill of sale

Preparing any personal property security agreement

Searching under the Bill of Sale Act, Corporation Securities Registration Act, Bankruptcy Act, Personal Property Security Act, Bank Act and any other applicable legislation

Searching for executions

Reviewing statement of adjustments

Attending on closing and completing sale

Making all filings required under any of the above mentioned acts

Confirming insurance coverage

Reporting to client

Sale:

Reviewing executed agreement of purchase and sale

Preparing bill of sale

Preparing statement of creditors under the Bulk Sales Act

Obtaining tax clearance certificate under the Retail Sales Act

Preparing statement of adjustments

Preparing insurance releases

Collecting and remitting retail sales tax

Preparing statement as to payment of creditors (if required)

Appointing a trustee (if necessary) and arranging for such appointment

Preparing consents or waivers from creditors of the seller and preparing statement of affairs

Attending and completing closing

Reporting to client

PARTNERSHIPS

Attending conferences, advising, obtaining instructions

Drawing, revising and engrossing partnership agreements or dissolution agreements

Completing partnership or business registration

CORPORATE

Incorporation of a corporation with share capital:

Obtaining instructions, rendering basic preliminary advice as to the desirability and details of incorporation

Conducting name search required by Regulation

Preparing, arranging for execution and filing of articles of incorporation

preparation of organizational minutes or resolutions in lieu thereof of the directors and shareholders of the corporation

Preparation of documents required to open one bank account

Preparation of share certificates

Completion of security registers and of registers of directors, officers and transfers

Preparation and filing of the Initial Notice of Directors and Notice of Change

All necessary attendances and correspondence including reporting to client

Procuring of share certificates

Minute book and and corporate seal and performing all other services incidental to the corporation

Incorporation of a corporation without share capital:

Obtaining instructions, rendering basic preliminary advice as to the desirability and details of incorporation

Conducting name search required by Regulation

Preparing, arranging for execution and filing of application for incorporation

Preparation of organizational minutes of the directors and members of the corporation

Preparation of membership certificates

Completion of registers of members and of registers of directors and officers and officers

Preparation and filing of the Initial Notice of Directors

All necessary attendances and and correspondence including reporting to client, procuring of membership certificates, minute book and corporate seal

Certificate of Amendment of Articles  or  Supplementary Letters Patent  for a corporation without share capital:

Obtaining instructions and all preliminary advice

Preparing minutes or resolutions in lieu thereof of the directors and shareholders or members of the corporation

Authorizing the amendment including any notices

Proof of service of notices or waivers of notice in respect of any such meetings

Preparation of articles of amendment or preparation of the application for Supplementary Letters Patent

Arranging for execution, filing and obtaining the Certificate of Amendment of Articles or Supplementary Letters Patent

Terminating the corporate existence of a corporation on a voluntary basis:

Obtaining instructions and all basic preliminary advice

Preparation of all requisite material

Arranging for holding all requisite meetings, preparation of minutes of such meetings

Arrangements for publication of all requisite notices and obtaining consents of tax authorities

All necessary attendances, all correspondence including reporting to client

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