When a person is seeking legal services, he or she will often be asking similar questions:

What is a questioning?

How long will it take to conclude this transaction?

What do I need to do to incorporate?

Can I cut my spouse out of my will?

These are important questions and most often, the answer will be quite similar – it depends on your circumstances. There is no magical answer that will apply to everyone.

Whether you are wanting your will drafted, your house sold, or starting your own business, you will be spending quite a bit of time with your lawyer.

When deciding which lawyer to use – and there are many of us – one thing to keep in mind is how comfortable do you feel with your lawyer?

My answer to this may surprise you. Despite what most of us lawyers think, a lawyer is not a special snowflake.

Quoting from The Dark Knight (which is in my opinion,one of the greatest Batman films to date):

“He’s the hero Gotham deserves, but not the one it needs right now.”

Your lawyer should be one who represents your interests but should also be one who is not afraid to tell you the pros and cons of your specific situation. Your lawyer should be one who not only keeps you well informed, but also one who is willing to give you practical advice. Not every problem is a legal one. There may be times when you do not like what you hear, but keep in mind that the lawyer you retain is retained to represent you.

By Christina Dao of Aarbo Fuldauer LLP

If you have a legal issue that you need reviewed by a lawyer, please contact the law office of Aarbo Fuldauer LLP at:

Address: 3rd Floor, 1131 Kensington Road NW, Calgary, AB, T2N 3P4
Phone: (403) 571-5120
Email: info@aflawyers.ca

Christina Dao
Barrister & Solicitor
www.aflawyers.ca

*The information contained in this blog is not legal advice. It should not be construed as legal advice and should not be relied upon as such. If you require legal assistance, please contact a lawyer. At Aarbo Fuldauer LLP, our lawyers have broad experience in many areas of practice.  If you require assistance in an area of law that is outside our area of practice, we can refer you a suitable colleague.*

We have dealt with the unanimous shareholder agreement (“USA”) in a previous blog entry but today’s blog post deals with why the USA is great. The USA is an agreement between the shareholders of a corporation. It will typically restrict the management powers of a corporation’s directors to run a corporation. Otherwise, legislation would govern these areas. For instance, the USA can limit the powers of a director; ensure that a shareholder can be a director; or place limitations on the issuance or transfer of shares. Another advantage of the USA is that if the USA provides for a greater number of votes than is required by legislation, then the USA will prevail. While the USA will strengthen the rights of a minority shareholder, the USA will limit the rights of the majority shareholders to some degree.

The USA is meant as a tool to allow a corporation to run without major disruption. As an example, you and your friends have a fabulous idea for a new business. You are all putting in a lot of money and effort into making this venture a reality. However, life does not stop just because you are all working towards a common goal. Life happens – people are no longer are friends, someone dies, someone divorces, or there are disagreements as to how the business should be run.

Having a USA will govern how the parties would proceed in the event any of these issues arise because some of these events may negatively affect the corporation. This is beneficial as it may help to avoid or reduce potential litigation by outlining how situations will be dealt with before the situation becomes a problem. USAs are particularly helpful when a corporation will have more than one shareholder.

By Christina Dao of Aarbo Fuldauer LLP

If you have a legal issue that you need reviewed by a lawyer, please contact the law office of Aarbo Fuldauer LLP at:

Address: 3rd Floor, 1131 Kensington Road NW, Calgary, AB, T2N 3P4
Phone: (403) 571-5120
Email: info@aflawyers.ca

Christina Dao
Barrister & Solicitor
www.aflawyers.ca

*The information contained in this blog is not legal advice. It should not be construed as legal advice and should not be relied upon as such. If you require legal assistance, please contact a lawyer. At Aarbo Fuldauer LLP, our lawyers have broad experience in many areas of practice.  If you require assistance in an area of law that is outside our area of practice, we can refer you a suitable colleague.*

Let’s face it – oil and gas prices are declining and we are now hearing the “R” word floating around (for Recession). In one of our recent blog posts, we talked about the opportunity to make lemonade out of lemons and the advantages and disadvantages of being an independent contractor.

Like all things, one important issue to think about before incorporating a consulting services business is tax. Are you really an independent contractor or are you carrying on a “personal services business”?

In general, a corporation has the ability to deduct certain business expenses, and there is also the advantageous “small business deduction” that may be available. However, if your corporation is found to be a personal services business, then these benefits would not be available to you. You would be limited to deducting your salary as an incorporated employee and your corporation would be paying tax at corporate tax rates with no general rate reduction and definitely no small business deduction. Essentially, this reduces the tax benefits of having a corporation drastically. To top it all off, you may even be hit with assessment penalties. As the saying goes, the tax man cometh.

Of course, if you are a licensed professional carrying on business through a professional corporation, then there are different rules that are applicable but we will leave that for another day.

The analysis of whether you are performing services as a personal services business is dependent on many factors, such as whether your relationship to the company you are contracted to is more like that of an employer-employee.

This is not to say that everything you do should be dictated by tax, but it is a consideration to keep in mind when you are deciding whether to incorporate your consulting business or not. There may be other reasons why you would want to incorporate.

If you are already incorporated, perhaps it is time to assess your situation and decide what steps to take.

In either scenario, you should seek proper advice from a variety of professionals – your accountant and your lawyer, to name a few.

By Christina Dao of Aarbo Fuldauer LLP

If you have a legal issue that you need reviewed by a lawyer, please contact the law office of Aarbo Fuldauer LLP at:

Address: 3rd Floor, 1131 Kensington Road NW, Calgary, AB, T2N 3P4
Phone: (403) 571-5120
Email: info@aflawyers.ca

Christina Dao
Barrister & Solicitor
www.aflawyers.ca

*The information contained in this blog is not legal advice. It should not be construed as legal advice and should not be relied upon as such. If you require legal assistance, please contact a lawyer. At Aarbo Fuldauer LLP, our lawyers have broad experience in many areas of practice.  If you require assistance in an area of law that is outside our area of practice, we can refer you a suitable colleague.*

Oftentimes, once a corporation is established and running, the corporation’s structure may not be reviewed on a regular basis. This can be problematic especially when a corporation is trying to do something that it is not allowed to do pursuant to its Articles of Incorporation or any other agreements that dictate the management of the Corporation. For instance, if a corporation is contemplating a share transaction or amending the number of directors in the corporation.

The Articles of Incorporation is one of the primary documents that govern how a corporation is structured. In a nutshell, the articles of incorporation is a document that specifies the corporate name, the share structure, the rights and privileges of such shares, whether the transfer of shares is to be restricted, the number of directors, and any restrictions on the business that the corporation my carry on. Similarly, if the corporation has a shareholder agreement, this may also dictate how the corporation is to be managed.

Generally, if you want to amend the share structure of your corporation, such as issuing new shares or even issuing a new class of shares, then you should revisit your corporation’s Articles of Incorporation or any other agreement that would affect how your corporation is run. This is important because these documents will specify the number and classes of shares available and whether particular share transactions are restricted.

If your corporation’s Articles of Incorporation or other documents governing the management of the corporation do not allow for the changes that you are contemplating, then you may want to seek the services of a lawyer and consider amending them.

By Christina Dao of Aarbo Fuldauer LLP

If you have a legal issue that you need reviewed by a lawyer, please contact the law office of Aarbo Fuldauer LLP at:

Address: 3rd Floor, 1131 Kensington Road NW, Calgary, AB, T2N 3P4
Phone: (403) 571-5120
Email: info@aflawyers.ca

Christina Dao
Barrister & Solicitor
www.aflawyers.ca

*The information contained in this blog is not legal advice. It should not be construed as legal advice and should not be relied upon as such. If you require legal assistance, please contact a lawyer. At Aarbo Fuldauer LLP, our lawyers have broad experience in many areas of practice.  If you require assistance in an area of law that is outside our area of practice, we can refer you a suitable colleague.*

With rising unemployment rates, there is a silver lining. For many, the downturn in the economy presents an opportunity to start your own business and become self-employed. As with any opportunity, there are many risks and challenges for the budding entrepreneur.

Last week, I was asked by a potential client about the advantages of having a lawyer incorporate his business versus getting an incorporation kit. Although an incorporation kit may cost less initially, oftentimes, the costs to fix issues down the road can lead to more headache then if a person had used a lawyer in the first place.

For instance, what happens if there is a dispute amongst the business owners? Sometimes, the business owners can work it out but sometimes, that does not happen unfortunately. A combination of proper planning and an agreement to cover the business relationship may help to solve disputes with less fuss, and hopefully, no litigation. For instance, a basic incorporation agreement or unanimous shareholder agreement are invaluable tools for a business venture.

Do you have a contract that will cover the provision of services or product that your business will be providing? All too often, we see contracts that are inadequate and do not provide the protections that a properly drafted contract would have afforded the business owner. Placing a whole bunch of “legalese” without knowing what these clauses are meant to protect may mean that your contract is ambiguous and potentially, unenforceable.

Another great resource is seeking the advice of a professional accountant. Your accountant should be able to provide you with advice that will help get your business on the right track.

Seeking the advice of a lawyer (and an accountant) earlier on in the planning stages of starting your business may save you a lot of headache later on.

By Christina Dao B. Comm, JD, Associate at Aarbo Fuldauer LLP

For more information, please contact the law office of Aarbo Fuldauer LLP at:

Address: 3rd Floor, 1131 Kensington Road NW, Calgary, AB, T2N 3P4
Phone: (403) 571-5120
Email: info@aflawyers.ca

Christina Dao
Barrister & Solicitor
www.aflawyers.ca

*The information contained in this blog is not legal advice. It should not be construed as legal advice and should not be relied upon as such. If you require legal assistance, please contact a lawyer*