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Small Corporate Matters — Buzi Law

Small Corporate Matters

Legal groundwork that scales with the business.

Overview

Incorporation, shareholder agreements, minute books, transfers and commercial leases.

Most small businesses do not need a corporate department. They need the handful of things that matter done properly and kept current: the right structure, an agreement between the owners, a minute book that survives due diligence, and contracts that say what everyone thinks they say.

Small Corporate Matters
Small Corporate MattersBuzi Law · Ontario

When to call

Any of these apply?

If one of these is true, the conversation is worth having now rather than after the next step is taken.

  • You are about to start trading
  • A partner is joining, leaving or being bought out
  • A buyer or lender has asked for your minute book
  • A commercial lease has been sent for signature
  • You are buying or selling a business
  • Annual filings have not been made in years

What we handle

The work, specifically.

01

Incorporation

Ontario and federal incorporation, share structure, and the organisational documents that follow.

02

Shareholder agreements

What happens when an owner wants out, dies, stops contributing, or disagrees — decided in advance.

03

Minute books and filings

Setting up and maintaining the corporate record, resolutions, registers and annual filings.

04

Share and asset transfers

Bringing in a partner, buying out an owner, and transfers as part of a succession plan.

05

Buying or selling a business

Asset and share transactions for owner-operated businesses, including due diligence.

06

Commercial leases

Reviewing and negotiating leases before signing — the largest fixed commitment most small businesses make.

Who we act for

The people on this file.

01

Founders and owner-operators

Getting the structure right at the start, and keeping it current without a corporate department.

02

Businesses with more than one owner

Where the agreement between the owners is the document that matters most, and usually the one missing.

03

Buyers and sellers of small businesses

Asset and share transactions, due diligence, and the closing mechanics.

How it runs

From first call to closed file.

01

Structure

Federal or Ontario, share classes, who holds what, and how that interacts with how you intend to be paid.

02

Organise

Incorporation, organisational resolutions, registers and a minute book that will survive due diligence.

03

Agree

A shareholder agreement covering exit, deadlock, death, disability and valuation — written while everyone still agrees.

04

Maintain

Annual resolutions and filings, and updating the record whenever something actually changes.

Fees

What this costs

Incorporation and organisation is a fixed-fee package including the minute book and registers. Shareholder agreements and commercial lease reviews are fixed fee where the scope is clear. Business purchases and sales are quoted per transaction after a short call about size and structure.

Get a written estimate

Questions

Answered plainly.

Federal incorporation gives name protection across Canada but adds an extra layer of filings; Ontario incorporation is simpler if you operate in one province. The right answer depends on where you do business and where you plan to.

That is exactly when to sign one. It is written while everyone is aligned and used only if that changes. Without one, a deadlock between two equal owners has no mechanism to break it short of court.

It is the corporation's legal record — resolutions, share registers, directors and filings. It matters the moment anyone does due diligence: a buyer, a lender, or the CRA. Reconstructing years of it later costs multiples of maintaining it.

Yes — and it is worth doing before you sign. Renewal rights, additional rent, personal guarantees, assignment and restoration obligations are where the real cost sits, and none of them are negotiable afterwards.

In a share sale the buyer takes the company as it stands, including its history and liabilities, which is why buyers push for asset deals and sellers usually prefer shares. The tax outcomes differ substantially for both sides. This is decided early because it shapes the entire agreement.

You can incorporate online in an afternoon. What the online service does not do is set up share classes sensibly, prepare organisational resolutions, issue shares, or create the minute book — and those are the parts a buyer, lender or the CRA will eventually ask to see.

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Speak with a lawyer

Tell us what happened.
We will tell you where you stand.

A short conversation costs nothing and usually saves a great deal. You will get a straight answer about whether you have a matter, what it is likely to involve, and what it will cost.