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