Three Choices of Legal Structures in Canada 

If you are operating a business in Canada, you have three choices in terms of the legal structure:

1. Sole Proprietorship
2. Partnership
3. Corporation/Company

Sole Proprietorship - Pros and Cons

 As a Sole Proprietorship, the business is NOT a separate legal entity.  The business owner directly owns the assets of the business and is directly responsible for the liabilities of the business.  If the business has a separate name from the owner’s name, you need to register the business name with the applicable Corporate Registry.

Pros:  

• Simple to Form
• Least Expensive
• Easy to Wind up if Business Ends 

Cons:

• No Liability Protection
• No Potential Tax Planning Benefits
• Only Suitable for One Owner

Tips for Reducing the Potential Liability of Sole Proprietorships

The lack of liability protection is the biggest potential CON of a sole proprietorship.  A business owner can reduce the risks...

Many businesses in Canada are becoming more aware that they have privacy obligations, but are still confused about which laws apply to them.  

This post will break down the various pieces of privacy legislation and when they may apply to your business.

PIPEDA (The Personal Information Protection and Electronic Documents Act) - this is Canadian federal legislation.  It applies to businesses who collect "personal information" in the course of their commercial activities.  "Personal information" includes any information that is linked to an identifiable individual.  This applies to all businesses in most of Canada (see below).

Province Specific Privacy Laws - Some provinces in Canada have made their own privacy laws that apply either in place of PIPEDA (Quebec, Alberta, BC) or in addition to PIPEDA (i.e. for health-related information - Ontario, NB, NL and NS).  To read further on these provincial laws - click here.  For some organizations, the...

If you incorporate your business in Canada, you have a choice between incorporating federally or provincially.

Below is a listing of each of the corporate laws across Canada, along with a link to the government agency who administers the corporate law in that jurisdiction.

- Federal - Canada Business Corporations Act (Canada) - Corporations Canada

- Newfoundland & Labrador - Corporations Act (NL) - Service NL

- Nova Scotia - Companies Act (NS) - Registry of Joint Stock Companies

- Prince Edward Island - Business Corporations Act (PEI) - Corporate and Business Names Registry

- New Brunswick - Business Corporations Act (NB) - Service NB

- Quebec - Business Corporations Act (Quebec) -  Quebec Registry

- Ontario - Business Corporations Act (ON) - Service Ontario

- Manitoba - The Corporations Act (MB) - Companies Office Manitoba

- Saskatchewan - The Business Corporations Act (SK) - Corporate Registry

- Alberta - Business Corporations Act (Alberta) - Corporate Registry

- British...

Has anyone ever told you that as a business owner that you NEED to have a shareholders’ agreement?  Did you wonder what it was?

This article sets out some of the basics.

Why?

• Without a SA, shareholders can have difficulty resolving disagreements.
• Unlike publicly traded shares, shares of a private company are difficult to sell or transfer.
• The founder and majority shareholder usually wants to maintain a certain degree of control over who can become a shareholder.
• A minority shareholder who does not have voting control of the company, will be concerned about having a mechanism to transfer his or her shares if he or she wants to.

Who?

• If a company has one shareholder only, a SA is not required.
• If a company is incorporated with more than one shareholder or where additional shareholders are added, a SA is recommended.
• If the business is a partnership, the equivalent of a SA is a partnership agreement.
• If current shareholders are considering transferring shares, they may...