Incorporate a company
Federal or provincial company?
Azran Lawyers can help you choose between incorporating a federal or provincial corporation. The choice is made according to the type of activities of the future company and the places where it will do business.
Which name to choose?
Choosing a name is crucial to the success of your business. It is the brand image of your company and the basis in corporate and commercial law. You don’t want to make a mistake and choose a name that’s already taken by someone else. You risk being sued. In addition, your professional order may require that your last name appear in the name of the company, such as a pharmacy. You have to do a name search and make sure that there is no trademark already registered.
Numbered company or not?
It is possible to postpone the choice of a name. Sometimes it’s desirable to do so. You can also report only the use of a trade name. Azran Avocats will be able to advise you on the optimal use of a numerical name.
Do I need share capital?
Azran Lawyers will help you choose the share capital that corresponds to your current and future needs in terms of financing and capital from shareholders.
Who will be on the board of directors?
It is allowed to have only one administrator. If you are several lawyers, Azran Avocats will advise you on the election, the organization of your council, its meetings and how to record decisions or resolutions in the company book.
How long does it take to obtain the articles of association?
In the case of a digital company, the articles of association can often be obtained on the same day. In the case of a company with a name, it takes about a week.
Do I need GST and QST numbers?
If the corporation provides taxable services, it will be necessary to obtain GST and QST numbers that must appear on invoices given to customers. Azran Avocats takes care of filling out the forms and other formalities to obtain these numbers for you.
Do I need a Source Deduction Employer Number (DAS)?
If your company has employees, Azran Avocats takes care of the formalities for you to become an employer.
Do I need a minute book?
The law requires that the company’s records be kept up-to-date at the company’s registered office. The Company Book, often referred to as the Minute Book, contains the list of directors, shareholders, registers of issued shares, incorporation, by-laws, resolutions, shareholders’ agreement, etc. Azran Avocats can organize your company book, keep it up to date and in addition, provide it to you on a USB key. Formalities at the Registraire des entreprises du Québec Any person or company doing business in Québec must be registered with the Registraire des entreprises du Québec. Azran Lawyers can prepare and file your initial statement of return and subsequent updating statements on your behalf. Azran Avocats can make you a virtual minute book and deliver it to you in the form of a USB key, for your files.
Updating companies and minute books
Change of director Any change of address, director, shareholder or officer must be reported to the Registraire des entreprises du Québec and to Corporation Canada if necessary. Azran Avocats to assist you in the formalities to be completed. Change in name, share capital Any change in name or share capital or other change must be authorized by the board of directors and ratified by the shareholders before applying to the authorities to issue articles of amendment. Azran Avocats drafts your authorization resolutions. Then there is the filing of the articles of association and finally, there is the organization of changes to the company book. For example, if the name of the company has changed, the name on the share certificates must be changed. Merger, liquidation, dissolution For convenience or tax reasons, companies may be merged. Azran Avocats takes care of merging your companies and will work with your tax specialist for an optimal result. It can happen that a company becomes useless, or that it is abandoned. Azran Lawyers can take care of the liquidation and dissolution formalities, often in conjunction with your accountant. Purchase, Sale or Transfer of Shares Transactions involving the transfer of shares require a contract, resolutions of the board of directors and the transfer of the shares. Azran Lawyers can document your transaction and ensure that it appears in your company book. Annual Meetings and Annual Resolutions Each year, an annual meeting must be held. Resolutions, signed by all shareholders and directors, may be held in lieu of meetings and meetings. Azran Lawyers can draft and prepare these resolutions for you. Each year, the financial statements must be formally accepted by the board of directors, they must be presented to the shareholders, and the directors and officers must be elected or re-elected. Azran Lawyers can prepare annual resolutions for you, and take care of notifying the Registraire des entreprises du Québec of any change in directors or officers.
Do I need a Shareholders’ Agreement?
If there is more than one shareholder, it is always preferable to have a shareholders’ agreement. If a shareholder dies, the estate will become their new partner, in the absence of an agreement. The shareholders’ agreement is always preferable.
Drafting and reviewing contracts – The shareholders’ agreement:
It is useful when there is more than one shareholder. It is possible to rotate the position of president, for example. It is recommended to plan for what will happen in the event of death. In the event of the death of one shareholder, the other does not necessarily want to continue to operate with the spouse or children of his former partner. It must therefore be provided that the company or the remaining shareholder will necessarily buy back the shares of the deceased shareholder. It is useful to offer an exit mechanism for those who want to withdraw from the company’s business, before they go and sell their shares to anyone that others do not know. The other shareholders will want a right of first refusal, for example. And so on. Azran Avocats can draft your shareholders’ agreement. If you are self-employed and work for several clients, it is best to have your clients sign a contract.
Other Corporate Services
Due diligence of company books.
