Business & Corporate Law

Calgary Business Lawyers for Alberta Companies, Entrepreneurs and Shareholders

 

Stonetree Law is a Calgary law firm providing business and corporate legal services to entrepreneurs, shareholders, privately held companies, partnerships, professionals, and small and mid-sized businesses throughout Alberta.

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We advise clients at every stage of the business lifecycle, from incorporation and ownership structuring through contracts, governance, growth, acquisitions, shareholder changes, disputes, and the eventual sale of a business.

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Our approach is practical. We help clients understand the legal issue, assess the business risk, and determine what needs to be done.

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Corporate Law Services

Our Calgary business lawyers assist with a broad range of corporate and commercial matters, including:

• Alberta and federal incorporations

• business and corporate structuring

• shareholder agreements

• unanimous shareholder agreements

• partnership agreements

• corporate reorganizations

• share issuances and transfers

• director and shareholder resolutions

• corporate governance

• minute books and corporate records

• annual corporate maintenance

• business purchases and sales

• asset purchase transactions

• share purchase transactions

• commercial agreements and contracts

• business succession

• ownership changes

• corporate disputes

• shareholder disputes

• ongoing general corporate counsel

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Starting and Incorporating a Business in Alberta

Starting a business involves more than registering a company.

The legal structure chosen at the outset can affect ownership, management, liability, financing, taxation, succession, and what happens if the relationship between business owners changes.

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Common business structures in Alberta include:

• sole proprietorships;

• partnerships; and

• corporations.

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A corporation is a legal entity separate from its shareholders. Incorporation can provide important advantages in the right circumstances, but it also creates ongoing legal, accounting, filing, and record-keeping obligations.

Stonetree Law can advise on the legal considerations involved in selecting a business structure and can work with your accountant or tax advisor where tax planning forms part of the decision.

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Incorporation and Corporate Organization

We assist clients with Alberta and federal incorporations and the legal work required to properly organize a new corporation.

That can include:

• selecting an appropriate corporate structure;

• preparing articles of incorporation;

• establishing classes of shares;

• issuing initial shares;

• appointing directors and officers;

• preparing organizational resolutions;

• establishing the corporate minute book; and

• documenting the initial ownership of the company.

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Where there are multiple shareholders, we will also discuss whether a shareholder agreement should be put in place at the beginning of the business relationship.

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Shareholder Agreements

A shareholder agreement establishes the rules governing the relationship between the owners of a corporation.

It can address important issues before they become disputes.

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Depending on the company and its ownership structure, a shareholder agreement may deal with:

• management and decision-making;

• voting rights;

• financing obligations;

• issuing new shares;

• restrictions on transferring shares;

• bringing new shareholders into the company;

• shareholder employment;

• compensation and distributions;

• death or disability of a shareholder;

• voluntary departure from the business;

• termination of a shareholder's employment;

• valuation of shares;

• buy-sell provisions;

• deadlock procedures;

• confidentiality;

• restrictive covenants;

• dispute resolution; and

• the eventual sale of the business.

The best time to establish these rules is usually when the shareholders are still working well together.

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Buying or Selling a Business

Stonetree Law represents buyers and sellers in private business transactions.

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A business acquisition or sale may be structured as an asset transaction, a share transaction, or another form of commercial arrangement. The appropriate structure depends on the company, the assets being transferred, liabilities, financing, tax considerations, and the objectives of the parties.

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We can assist with:

• letters of intent;

• confidentiality agreements;

• legal due diligence;

• asset purchase agreements;

• share purchase agreements;

• representations and warranties;

• indemnities;

• financing and security documentation;

• assignment of contracts;

• commercial leases and lease assignments;

• employment and contractor issues;

• corporate approvals;

• closing documents; and

• post-closing obligations.

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Getting a lawyer involved early can help identify legal problems before substantial time and money have been committed to the transaction.

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Corporate Governance and Minute Books

Corporations have ongoing legal obligations after incorporation.

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Corporate records should accurately document matters such as ownership, directors, officers, share transactions, resolutions, dividends, significant corporate decisions, and changes to the company.

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We assist Alberta corporations with establishing, reviewing, correcting, and maintaining corporate minute books and governance records.

We can also prepare annual corporate resolutions and other documentation required as the business changes.

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Commercial Contracts

Clear contracts help businesses define expectations, allocate risk, and reduce uncertainty.

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Stonetree Law drafts, reviews, and negotiates commercial agreements for Alberta businesses, including agreements involving:

• customers and clients;

• suppliers;

• contractors;

• consultants;

• shareholders;

• business partners;

• confidentiality;

• service arrangements;

• commercial relationships; and

• business transactions.

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Our focus is on producing agreements that work in the commercial environment in which the client actually operates.

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General Counsel for Small and Mid-Sized Businesses

Many privately held businesses need regular access to a lawyer but do not require a full-time in-house legal department.

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Stonetree Law can serve as outside or general corporate counsel, providing ongoing legal advice as issues arise.

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This can include corporate governance, contract review, business transactions, ownership issues, commercial negotiations, risk management, and coordinating with accountants, insurers, lenders, and other professional advisors.

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Having counsel who already understands the company can make it easier to address legal issues before they become larger problems.

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Corporate and Shareholder Disputes

Business relationships sometimes break down.

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Because Stonetree Law provides both corporate advice and civil and commercial litigation services, we can assist when a corporate issue becomes contentious.

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Our lawyers advise clients concerning:

• shareholder disputes;

• director and officer disputes;

• ownership disagreements;

• breach of shareholder agreements;

• business breakups;

• disputed share transfers;

• management and control disputes;

• contractual disputes;

• oppression claims; and

• negotiated business separations.

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Where possible, we look for commercially sensible solutions. Where litigation becomes necessary, our litigation lawyers can represent the client through the dispute.

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Business Legal Advice in Calgary and Throughout Alberta

Stonetree Law provides corporate and commercial legal services from Calgary to clients throughout Alberta.

Whether you are incorporating a new company, negotiating a shareholder agreement, purchasing a business, reorganizing an existing corporation, dealing with a shareholder dispute, or looking for ongoing legal counsel, we can help you determine the appropriate next step.

Speak with a Stonetree Law business lawyer.