Frequently asked questions

Government fees for Ontario incorporation are approximately $360. Federal incorporation is $200. Legal fees for preparing articles of incorporation, by-laws, and a corporate minute book vary based on complexity. Contact us for a free consultation and transparent quote.

A shareholder agreement isn't strictly necessary for a sole shareholder. However, if you plan to bring on partners, investors, or co-founders in the future, having a framework in place early prevents disputes. We recommend discussing this during your consultation.

A corporate minute book is a legal record of your corporation's key documents — articles of incorporation, by-laws, shareholder agreements, director resolutions, and share certificates. Every Ontario corporation is required to maintain one under the Ontario Business Corporations Act (OBCA).

Provincial incorporation (Ontario) is simpler and less expensive, but your business name is only protected in Ontario. Federal incorporation protects your name Canada-wide and allows you to operate in any province, but requires extra-provincial registration in each province where you do business.

Ontario incorporation can be completed in 1-3 business days once all documents are prepared. Federal incorporation typically takes 1-5 business days. We handle the full process including articles, by-laws, organizational resolutions, and minute book setup.

In an asset purchase, you buy specific assets and liabilities of a business. In a share purchase, you buy the shares of the corporation itself, inheriting all assets and liabilities. Each has different tax implications, liability exposure, and complexity. The right choice depends on your specific situation.

A typical business transaction takes 2-6 months from letter of intent to closing, depending on complexity, due diligence requirements, and financing arrangements. Simple asset purchases can close faster; complex share purchases with regulatory approvals take longer.

Due diligence is a thorough investigation of a business before purchase — reviewing financials, contracts, liabilities, intellectual property, employment matters, and regulatory compliance. It protects you from hidden risks and ensures you're paying a fair price.

While not legally required, buying a business without legal counsel is extremely risky. A lawyer reviews the purchase agreement, conducts due diligence, identifies hidden liabilities, negotiates protective clauses, and ensures a smooth closing. The cost of legal counsel is minimal compared to the risks of an unreviewed deal.

The Arthur Wishart Act (Franchise Disclosure), 2000 is Ontario's franchise law. It requires franchisors to provide a franchise disclosure document (FDD) at least 14 days before a franchisee signs an agreement or pays any money. It also grants franchisees a right of rescission and a right of action for misrepresentation.

Key items to review: franchisor's litigation history, financial statements, all fees and costs, territory restrictions, renewal and termination terms, non-compete clauses, and any material facts that could affect your decision. Having a franchise lawyer review the FDD before signing is strongly recommended.

Under the Arthur Wishart Act, you have a statutory right to rescind (cancel) a franchise agreement within 60 days if you didn't receive a proper disclosure document, or within 2 years if the disclosure contained a misrepresentation. Other exit options depend on your specific agreement terms.