Corporate & Commercial

What is the Difference between a Director and a Shareholder?

A corporation is a completely separate legal entity from the shareholders who own the shares of the company and the directors who manage the affairs of the company. In many corporations, the shareholders and directors are often the same individuals and the distinction between the different roles can be lost. Most standard Articles of Incorporation grant […]

Dissolving a Corporation

A corporation is a separate legal entity under the law. In BC, the Business Corporations Act allows for the dissolution of a corporation. The effect of dissolution is that the corporation no longer exists. There are four main ways in which a corporation can be dissolved:Dissolution for failure to file an annual report;Dissolution by request;Voluntary […]

Share Classes

The shareholders of a company are often referred to as the owners of the company. Shareholders do not have any direct ownership in the assets of the company as the company is a separate legal entity. A shareholder’s ownership rights are instead represented by their shares in the company. When purchasing shares of an existing company […]

Corporations and LTSA Transparency Reports

On November 30, 2020 the Land Owner Transparency Act came into effect. The government’s intention behind the Act is to make public information on ownership in land and reduce fraud in the real estate market. The Act requires the disclosure of both direct interests in land and parties who have a meaningful interest or indirect […]

Derivative Actions

By Stuart Cappus Many people operate businesses through corporations. The law considers corporations to be persons separate and apart from the individuals who create, own and operate them. The individuals involved in the ownership and management of a corporation can be broken down into three categories: shareholders, directors and officers. Shareholders own the corporation by […]

Incorporation

You can operate a business as proprietorship/partnership or through a corporation.  A proprietorship is a business operating by one person and partnership is a business operated by 2 or more people. A corporation once created is a completely separate legal person that can own property and in most respects is treated as a separate person. Unless […]

Limitation Periods

A new Limitation Act, was adopted in B.C. on June 1, 2013. Under the new Limitation Act, the basic deadline for most claims is now 2 years. It replaces the former two, six and 10-year limitation periods for most civil claims. The new 2 year basic limitation period is 2 years from discovery so it […]

Business and Corporate Names and Trade-marks

Business Names A business name is a name under which a person conducts their business. The full name of the business will include the proprietor or partners of the business. For example, the business name could be Smith’s Upholstery, which is a proprietorship, the full name of which would be Jane Smith carrying on business […]

Security Agreements

A security agreement is a pledge of assets by a debtor to a creditor who may seize and sell the assets if the debtor does not pay. Security agreements include chattel mortgages and assignments of accounts. The Law Society of B.C. maintains a Security Agreement Procedure and Security Agreement Drafting checklist which list many of […]

Purchase and Sale of Business

When purchasing or selling some property such as boats or mobile homes you must register the transfer to protect your interests. In the purchase or sale of your business it is critical that you understand the representations you are making or getting from the other party and to verify where ever possible those representations. You […]

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