Incorporations, shareholder agreements, contracts, financings, sales of business. Get a business lawyer who reads the deal carefully and writes documents that hold up.
Federal and provincial. Share structure, name search, NUANS, by-laws, minute book setup.
Drag-along, tag-along, ROFR, ROFO, buy-sell triggers, valuation methodologies.
MSAs, NDAs, SaaS terms, distribution agreements, supply contracts, IP licensing.
Asset and share deals, LOIs, due diligence, reps and warranties, closing.
Convertible notes, SAFE, priced rounds, term sheets, security agreements.
Net lease review, exit clauses, restoration obligations, renewal terms, percentage rent.
Section 85 rollovers, butterflies, estate freezes, family trust planning.
Arthur Wishart Act and Quebec Civil Code disclosure obligations, rescission rights, franchise agreements.
Online incorporation services are fine for a single-shareholder, single-class corporation with no debt and no investors. Anything more complex (multiple founders, vesting, options, investors, family trusts, multiple share classes) needs a real lawyer. The cost of a bad share structure is paid years later in tax, litigation, or a failed financing.
A shareholder agreement is the document founders should sign before the first dollar of revenue. Drag-along on a sale, tag-along to prevent freeze-outs, ROFR or ROFO on transfers, vesting on equity, buy-sell triggers on death, disability, or divorce, valuation methodology, and dispute resolution. Most disputes between founders involve issues a properly drafted shareholder agreement would have prevented.
Asset deal or share deal? Asset deals favour buyers (cleaner liability profile) but trigger more tax for sellers. Share deals favour sellers (capital gains treatment, including LCGE on QSBC shares for individuals) but require more aggressive reps, warranties, and indemnities. The choice of structure usually allocates millions in tax and risk. A business lawyer mapping the deal early prevents painful surprises.
Commercial leases are dense and aggressively landlord-favourable. Watch for: net cost reconciliation, restoration obligations on exit (often six figures), renewal terms with fair market rent reset, personal guarantees, exclusivity clauses, and rights of termination on relocation or redevelopment. Have a lawyer review every commercial lease, especially the first.
Incorporations $1,000 to $2,500 plus government fees. Shareholder agreements $3,000 to $8,000. Standard commercial contracts $1,500 to $5,000. M&A deals run on hourly with retainers, with smaller transactions in the $25,000 to $75,000 range and middle-market deals well above. Many firms offer founder-friendly pricing on early-stage work.
Federal incorporation provides national name protection and is right for businesses operating across provinces. Provincial incorporation (Ontario, BC, Alberta) is faster, simpler, and often sufficient for local operations. A business lawyer maps the choice based on the actual business plan.
Yes, almost always. Even between best friends, a shareholder agreement signed before issues arise prevents litigation when they do. Vesting alone often saves a startup.
The LCGE allows individual Canadian residents to shield a substantial amount of capital gain on a sale of qualified small business corporation shares (QSBC) and qualified farm and fishing property. The 2026 limit is over $1,000,000 indexed. Planning years ahead unlocks the exemption.
Generally no. Templates ignore the specific deal economics, tax planning, and exit scenarios that make the document worth signing. A lawyer-drafted agreement is one of the highest-leverage legal investments a founder ever makes.
A small middle-market private deal often runs 60 to 120 days from LOI to close. Larger deals with regulatory approvals, financing, or complex carve-outs run longer. Due diligence is usually the bottleneck.
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