Neal H. Roth
BARRISTER & SOLICITOR
AREAS OF PRACTICE
Corporate Service Law
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General Commercial Documents
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Purchase and Sale of a Business / Sale of Assets
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Purchase
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Sale
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Partnerships
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Corporate
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Incorporation of a corporation with share capital
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Incorporation of a corporation without share capital
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Certificate of Amendment of Articles or Supplementary Letters Patent
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Terminating the corporate existence of a corporation on a voluntary basis
General Commercial Documents
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Drawing assignments and guarantees
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Drawing releases, acknowledgements, authorizations or directions
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Preparing statutory declarations or affidavits and attending upon execution completing proof of claim in bankruptcy or proposal and proxy including attachment of statement
Purchase and Sale of a Business - Sale of Assets
Purchase
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Assisting in the negotiation of the agreement of purchase and sale
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Drafting agreements of purchase and sale
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Reviewing executed agreement of purchase and sale
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Requesting statement of creditors under the Bulk Sales Act and tax clearance certificate under the Retail Sales Act
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Conducting necessary searches for arrears of business taxes, corporation taxes and other taxes and/or rates constituting statutory liens reviewing bill of sale
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Preparing any personal property security agreement
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Searching under the Bills of Sale Act, Corporation Securities Registration Act, Bankruptcy Act, Personal Property Security Act, Bank Act and any other applicable legislation
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Searching for executions
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Reviewing statement of adjustments
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Attending on closing and completing sale
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Making all filings required under any of the above-mentioned acts
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Confirming insurance coverage
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Reporting to client
Sale
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Assisting in negotiating an agreement of purchase and sale
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Reviewing executed agreement of purchase and sale
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Preparing bill of sale
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Preparing statement of creditors under the Bulk Sales Act
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Obtaining tax clearance certificate under the Retail Sales Act
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Preparing statement of adjustments
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Preparing insurance releases
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Collecting and remitting retail sales tax
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Preparing statement as to payment of creditors (if required)
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Appointing a trustee (if necessary) and arranging for such appointment
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Preparing consents or waivers from creditors of the seller; and preparing statement of affairs
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Attending and completing closing
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Reporting to client
Partnerships
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Attending conferences, advising, obtaining instructions
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Drawing, revising and engrossing partnership agreements or dissolution agreements completing partnership or business registration
Corporate
Incorporation of a corporation with share capital
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Obtaining instructions, rendering basic preliminary advice as to the desirability and details of incorporation
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Conducting name search required by Regulation
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Preparing, arranging for execution and filing of articles of incorporation
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Preparing organizational minutes or resolutions in lieu thereof of the directors and shareholders of the corporation
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Preparing documents required to open a bank account
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Preparing share certificates
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Completing security registers and completing registers of directors, officers and transfers
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Preparing and filing of the Initial Notice of Directors and Notice of Change
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All necessary attendances and correspondence including reporting to client
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Procuring of share certificates
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Minute book and corporate seal and performing all other services incidental to the corporation
Incorporation of a corporation without share capital
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Obtaining instructions; rendering basic preliminary advice as to the desirability and details of incorporation
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Conducting name search required by Regulation
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Preparing, arranging for execution and filing of application for incorporation
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Preparing organizational minutes of the directors and members of the corporation
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Preparing membership certificates
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Completing registers of members and completing registers of directors and officers, and officers preparation and filing of the Initial Notice of Directors
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All necessary attendances and correspondence including reporting to client, procuring of membership certificates, minute book and corporate seal
Certificate of Amendment of Articles or Supplementary Letters Patent for a corporation without share capital
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Obtaining instructions and all preliminary advice
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Preparing minutes or resolutions in lieu thereof of the directors and shareholders or members of the corporation
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Authorizing the amendment including any notices
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Proof of service of notices or waivers of notice in respect of any such meetings
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Preparing articles of amendment or preparing the application for Supplementary Letters Patent
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Arranging for execution, filing and obtaining the Certificate of Amendment of Articles or Supplementary Letters Patent
Terminating the corporate existence of a corporation on a voluntary basis
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Obtaining instructions and all basic preliminary advice
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Preparing all requisite material
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Arranging for holding all requisite meetings, preparing the minutes of such meetings
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Arranging for publication of all requisite notices and obtaining consents of tax authorities
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All necessary attendances; all correspondence including reporting to client