Corporate & commercial law
From incorporation through shareholder agreements, share purchases, and the commercial transactions that come with running and growing a company. We set BC businesses up to operate cleanly and adapt as the business changes.
What we cover
Most clients come to us at one of two moments: when they're starting up, or when something has changed and the original paperwork doesn't fit any more.
Starting up
A clean BC company set up properly the first time — articles, share structure, registers, and a minute book. Includes professional corporations (medical, dental, PRECs) where applicable.
Two or more owners
The agreement that decides what happens when a shareholder dies, leaves, gets divorced, or wants out. Better to draft it before you need it.
When things break
Oppression remedies, exit negotiations, and forced buy-outs. Pursued or defended.
Buying & selling shares
Acquisitions, partial buy-outs, and reorganisations. Due diligence, drafting, and the closing.
Combining businesses
Asset and share deals on the smaller end of the M&A spectrum. Due diligence, structuring, and the closing.
How a clean incorporation runs
A name search through BC Registries to confirm the proposed name is available and clear.
We draft the BC Articles of Incorporation, the share structure (classes, voting versus non-voting, special rights and restrictions), and the supporting resolutions.
We draft the minute book — organisational resolutions, share certificates, director and officer registers, share register, transparency register. The minute book is the company's permanent legal record.
Once you sign the minute book, we file the incorporation with BC Registry.
BC Registry issues the Notice of Articles confirming the company is incorporated.
CRA business number registration, GST registration if you ask for it, and — for companies we act as the registered and records office for — an annual report reminder so the company stays in good standing.
Frequently asked
Incorporation makes sense when you have personal liability exposure (the business could be sued), or when you plan to bring on partners, raise capital, or sell. Beyond that, the right answer depends on tax considerations specific to your circumstances — talk to your accountant about that side of it.
Once we have an approved name search, your share structure, director details, and the registered office sorted, a standard BC incorporation can be filed in 1 to 3 business days.
No. A shareholder agreement governs the relationship between two or more shareholders, so a sole owner does not need one. The moment you bring in a second shareholder — including a spouse on a small percentage for tax planning — an agreement becomes worth drafting.
A Medical Professional Corporation is a BC corporation that has been approved by the College of Physicians and Surgeons of BC (CPSBC) to provide medical services. The structural differences from a regular BC company include strict rules on who can hold voting shares (only the physician), the corporate name (must reference the physician and follow College naming rules), and ongoing reporting to the College.
A PREC is a BC corporation a licensed real estate professional can use to receive their commissions. Like other professional corporations, it is restricted: the licensee must hold all the voting shares, the corporate name must follow the rules set by the BC Financial Services Authority and the licensee's real estate board, and the corporation can only conduct real estate services through the licensee. We set up PRECs for realtors who are ready to incorporate.
Yes. There are tax and liability considerations to work through with your accountant — including how rental income is treated and how Property Transfer Tax applies on transfers in and out — but holding real estate in a corporation can be the right structure depending on your goals.
Tell us where you are in the process. We'll respond with a fixed scope and a fee.