Comprehensive range of corporate law clerk services ranging from incorporation services to assistance on secured financing transactions, asset/share purchase transactions, corporate reorganizations, tax-driven transactions and much more.
Our team of qualified, experienced and professional corporate law clerks provides the legal profession with a full range of comprehensive corporate/commercial law clerk services including the following: Incorporations (in Ontario and across Canada) | Partnership and Business Name Registrations (in Ontario and across Canada) | Continuances | Amalgamations | Amendments to Charter Documents and other Fundamental Corporate Changes | Dissolutions | Revivals | Extra-Provincial Registrations (in Ontario and across Canada) | Annual Proceedings | Variety of Authorizing Corporate Resolutions | Corporate Minute Book Reviews | Rectification Resolutions | Assistance on Secured Financings | Assistance on Asset/Share Purchase Transactions and Corporate Reorganizations | Assistance on Private Placements | Assistance on Tax-Driven Transactions … and much more.
Name Change
ONTARIO NAME CHANGE PACKAGE
Obtain NUANS name search report. Prepare resolution to authorize articles of amendment. Complete articles of amendment in prescribed form. File articles of amendment with CPVSB. PLUS Prepare post-name change resolutions to approve new form of corporate seal and new form(s) of share certificate(s). Prepare replacement issued share certificates. Update share records accordingly.
FEDERAL NAME CHANGE PACKAGE
Obtain NUANS name search report. Request Name Decision Letter from Corporations Canada in respect of proposed new name. Prepare resolution to authorize articles of amendment. Complete articles of amendment in prescribed form. File articles of amendment with Corporations Canada. PLUS Prepare post-name change resolutions to approve new form of corporate seal and new form(s) of share certificate(s). Prepare replacement issued share certificates. Update share records accordingly.
Corporate Charges (Ontario or Federal Corporation)
Change of Registered Office
Prepare appropriate resolution(s) to approve change in municipality of registered office and/or registered office address.Complete and file corporate notice with CPVSB or Corporations Canada, as applicable.
Change of Directors
Prepare appropriate resolution to accept resignations/remove old directors, elect new directors and, if applicable, fix number of directors. Prepare Consent to Act as a Director for each new director. Complete and file corporate notice with CPVSB or Corporations Canada, as applicable.
Change of Officers
Prepare appropriate resolution to accept resignation/remove old officers and appoint new officers. Complete and file corporate notice with CPVSB or Corporations Canada, as applicable.
Change in Banking Arrangements
Prepare board resolution to rescind old banking resolution and approve new form of banking resolution designating new cheque signing authority.
Change in By-law
Prepare amending by-law. Prepare board and shareholder resolutions to approve and confirm amending by-law.
Issue of Shares
Prepare share subscription. Prepare board resolution issuing new shares. Prepare share certificate for new shareholder. Update minute book registers and ledgers.
Transfer of Shares
Prepare board or shareholder resolutions, as the case may be, to approve transfer of shares. Prepare Share Transfer instrument. Prepare simple Share Purchase Agreement (if appropriate). Prepare replacement share certificate for new shareholder. Update minute book registers and ledgers accordingly.
Transfer of Shares from Deceased Shareholder
Prepare Declaration of Transmission by estate trustee(s) of Deceased Shareholder. Prepare board resolution to approve transmission of shares (and approve transfer of shares to beneficiary, if appropriate). Prepare replacement share certificate for new shareholder. Update minute book registers and ledgers accordingly.
Lost Share Certificate
Prepare Certificate and Indemnity of Loss by shareholder in respect of lost share certificate(s). Prepare board resolution to confirm cancellation of lost certificate. Prepare replacement share certificate (if appropriate). Update shareholder’s ledger accordingly.
Pledge of Shares
Prepare board resolution approving pledge of share. Prepare share certificate for pledgee (if appropriate). Update shareholder’s ledger accordingly..
Change of Auditor
Prepare shareholders’ resolution to remove or otherwise change auditor. Prepare Notice to new auditor.
Annual Proceedings (Ontario or Federal Corporation)
Annual Resolutions
Prepare resolutions of the directors and shareholders to approve and receive the financial statements, confirm past proceedings, elect directors, appoint auditor/accountants and appoint officers. Prepare Consent to Act as Director for each new director. Prepare Acknowledgement of Receipt of financial statements. Prepare Consent to Audit Exemption, as appropriate.
Annual Minutes
Prepare notices calling annual board and shareholder meetings (or waivers of notice by directors and shareholders). Prepare proxies (as appropriate). Prepare scrutineer’s report (as appropriate). Prepare minutes of board and shareholder meetings to approve and receive financial statements, confirm past proceedings, elect directors, appoint auditor/accountants, appoint officers. Prepare Consent to Act as Director for each new director. Prepare Acknowledgement of Receipt of financial statements. Prepare Consent to Audit Exemption (as appropriate).
Fundamental Changes (Ontario or Federal Corporation) Amendment
Articles of Amendment (to create new classes of shares, add/change or remove restrictions on the issue, transfer or ownership of shares, change the number of directors, change the share attributes, etc.)
Prepare special resolution to authorize articles of amendment. Prepare articles of amendment in prescribed form. Attend to filing of articles of amendment with CPVSB or Corporations Canada (as appropriate).
Amalgamation
Short Form Vertical or Horizontal Amalgamation
Prepare authorizing board resolution of each amalgamating corporation, articles of amalgamation and directors’/officers’ statement for each amalgamating corporation. Attend to filing with CPVSB or Corporations Canada, as appropriate
Long Form Amalgamation (with Amalgamation Agreement)
Prepare authorizing board and shareholders’ special resolution of each amalgamating corporation. Prepare amalgamation agreement. Prepare articles of amalgamation. Prepare directors/officers’ statement for each amalgamating corporation. Attend to filing with CPVSB or Corporations Canada, as appropriate.
Post-Amalgamation Organizational Matters
Assemble post-amalgamation minute book for amalgamated corporation. Prepare post-amalgamation organizational resolutions of the directors and shareholders to approve new by-law(s), elect directors, appoint officers, approve new banking arrangements, confirm shareholding, etc. Complete and attend to filing of corporate notice. Prepare new issued share certificates. Complete registers and ledgers for amalgamated corporation. Order new corporate seal (if appropriate).
Continuance
Continuance into Ontario Jurisdiction
Continuance into Ontario Jurisdiction (from Federal jurisdiction)Obtain Ontario NUANS name search report. Prepare special resolution of shareholders authorizing the continuance of the Corporation into the Province of Ontario. Prepare articles of continuance. Request letter of satisfaction or similar authorization form and obtain certified copy of charter documents from government. Attend to filing of articles of continuance with CPVSB.
Continuance into Federal Jurisdiction (from Ontario jurisdiction)
Obtain Federal NUANS name search report. Prepare special resolution of shareholders authorizing the continuance of the Corporation into Federal jurisdiction. Prepare Federal articles of continuance. Complete Form 7 Application for Authorization to Continue in Another Jurisdiction in prescribed form. Complete Form 2 Notice of Registered Office and Directors. Attend to filing of Form 7 Application for Authorization to Continue in Another Jurisdiction with CPVSB. Attend to filing of Federal articles of continuance and Form 2 with Corporations Canada in Ottawa.
Post-Continuance Organizational Matters
Assemble post-continuance minute book for continued corporation. Prepare post-continuance organizational resolutions of the directors and shareholders to approve new by-law(s), confirm directors, officers, banking arrangements, shareholding, set records office, etc. Prepare Consent to Act as a Director for each new director. Complete new banking documents for continued corporation (if appropriate). Complete and attend to filing of corporate notice filing. Prepare replacement share certificates. Optional: Order new corporate seal (if appropriate).
Ontario Voluntary Dissolution or Revival
Ontario Voluntary Dissolution
Conduct Ontario corporate search to confirm status of corporate notice filings. Prepare board resolution and special resolution of shareholders to authorize voluntary dissolution. Prepare General Conveyance Agreement. Attend to filing of articles of dissolution (once terminal Ontario and Federal tax returns filed) with CPVSB.
Ontario Revival
Conduct Ontario corporate search to confirm status of corporate notice filings. Complete and file outstanding Ontario corporate notice under Corporations Information Act (Ontario). Complete Articles of Revival. Attend to filing with CPVSB. Prepare post-revival organizational documents to re-confirm corporate structure and generally update corporate records (if required).
Board & Shareholder Resolutions Changes in Issued Share Capital
Declaration of Dividend, Management Fee or Bonus
Prepare board resolution to authorize declaration and payment of dividend, management fee or bonus. Optional: Prepare solvency certificate by officer of corporation (in support of dividend declaration only), as required.
Redemption of Shares
Prepare board resolution to authorize redemption of shares. Prepare notice of redemption or waiver of notice period, as applicable. Optional: Prepare solvency certificate by officer of corporation, as required. Update minute book registers and ledgers accordingly.
Repurchase of Shares for Cancellation
Prepare authorizing board resolution and Purchase for Cancellation Agreement re repurchase of shares for cancellation by corporation. Optional: Prepare solvency certificate by officer of corporation, as required. Update minute book registers and ledgers accordingly.
Reduction of/Addition to Stated Capital
Prepare special resolution of shareholders (as appropriate) to authorize reduction of or addition to stated capital for particular class of shares.
Authorizing Resolutions
Standard Authorizing Resolution
Prepare board/shareholder resolutions to authorize entering into of agreement, giving of shareholder loan, creation of debenture, bank borrowing, giving of security, etc.
Corporate Notices & Annual Returns
Ontario Corporate Notice/Annual Return
Complete Form I or Form 2 Initial Return/Notice of Change under Corporations Information Act (Ontario). Attend to filing at CPVSB.
Form 3 and Form 6 Federal Notices
Complete Form 3 Notice of Change of Registered Office or Form 6 Notice of Change of Directors under Canada Business Corporations Act. Attend to filing with Corporations Canada in Ottawa.
Form 22 Federal Annual Return
Complete Form 22 Federal Annual Return; forward to you for approval and signature. Receive and review signed Federal Annual Return and e-file with Industry Canada.
Federal Annual Summary
Complete Federal annual summary (for non-share capital corporations) under Canada Corporations Act. Attend to filing with Corporations Canada in Ottawa.
Extra-Provincial Annual Return
Complete extra-provincial annual return under appropriate extra provincial corporate statute. Attend to filing with appointed extra-provincial attorney for service or governmental authority, as the case may be.
CRA Return
Complete Ownership return under Corporations Returns Act (Canada). Attend to filing with CRA Administration.
Ontario Business Names/Partnerships
Business Names
Complete business name registration form under Business Names Act (Ontario); arrange for approval and attend to filing at CPVSB; prepare brief report.
Sole Proprietorships/General Partnerships
Complete sole proprietorship/general partnership registration form under Business Names Act (Ontario), arrange for approval and attend to filing at CPVSB; prepare brief report.
Limited Partnerships
Complete limited partnership registration form under Limited Partnerships Act (Ontario); arrange for signature and attend to filing at CPVSB; prepare brief.
Withdrawal
Complete withdrawal of Business Name, Sole Proprietorship, Partnership or Limited Partnership under appropriate statute. Attend to filing at CPVSB.
Extra-Provincial Registration In Ontario
Ontario Extra-Provincial Registration Package (for foreign corporations)
Obtain Ontario NUANS name search report to determine name availability in Ontario. Complete Form 1 Application for Extra-Provincial Licence in prescribed form and Form 2 Appointment of Agent for Service under Extra-Provincial Corporations Act (Ontario). Complete Form 2 Initial Return under Corporations Information Act (Ontario). Prepare text of authorizing resolution to be passed by board of directors. Attend to filing with CPVSB and report to you.
Extra-Provincial Registration (In any Province of Canada)
Extra-Provincial Registration Package
Retain extra-provincial agent to act as attorney for service in applicable province and conduct required name search in that province. Complete prescribed extra-provincial registration form and appointment of attorney for service form. Obtain or prepare supporting corporate documentation required by applicable province. Prepare text of authorizing resolution for passage by board of directors. Coordinate filing of documentation with extra-provincial agent or governmental authority, as appropriate.
Miscellaneous Corporate Documents
Authenticate and Legalize Document (for use in another country)
Prepare notarized copy of document. Attend at Management Board Secretariat to authenticate notarized document. Attend at applicable Consulate to legalize document.
Certificate of Incumbency
Prepare certificate by officer or director certifying valid appointment or incumbency of certain officers or directors of corporation.
Officer's Certificate
Prepare certificate by officer certifying due incorporation, borrowing authority (or non-restriction of borrowing authority), due authorization of agreement or document and incumbency of certain officers or directors + assembly of all relevant.
Unanimous Shareholder Agreement/Sole Shareholder Declaration
Prepare unanimous shareholder agreement or sole shareholder declaration under Business Corporations Act (Ontario) or Canada Business Corporations Act to remove or limit the powers of the directors and vest them in the shareholders.
Declaration of Trust
Prepare Declaration of Trust to reflect that registered shareholder holding shares in trust for beneficial shareholder.
Supply of Share Certificates
Prepare set of 10 customized blank share certificates for Ontario or Federal corporation.
CORPORATE REVIEW
Due Diligence Minute Book Review
Review corporate minute books, share records and corporate filings with a view to identifying all corporate deficiencies. Prepare detailed memorandum summarizing minute book review and suggesting curative or rectification resolutions to be prepared or suggested action to be taken.
Rectification Documents
Prepare rectification corporate documents (including board and/or shareholder resolutions, by-laws, share certificates), attending to required Notice filings, complete minute book registers and ledgers, etc.
OTHER SERVICES (at hourly billing rate)
Other Corporate Documents and Services
All other corporate documents and services not included in the above fee schedule (including, without limitation, the preparation of documents in connection with Secured Financings, Asset/Share Purchase Transactions and Corporate Reorganizations, Private Placements and Tax-Driven Transactions) will be charged at our hourly rate of $115 an hour. Before we proceed with any work, at your request, we will provide you with a ballpark estimate of the anticipated law clerk fees.
Included in Fees
- Local Fax Charges
- Postage
- Simple scanning of documents
Not Included in Fees
- Prescribed government charges
- Agents’ fees
- Search house disbursements
- Online transmission charges
- Courier charges
- Photocopying charges
- Long distance fax charges
- Long distance telephone charges
- Substantive scanning charges
- All applicable tax charges