AREAS OF PRACTICE

Corporate Service Law

Real Estate Law

Estate Law

Corporate Service Law

  • General Commercial Documents

  • Purchase and Sale of a Business / Sale of Assets

  • Purchase

  • Sale

  • Partnerships

  • Corporate

  • Incorporation of a corporation with share capital

  • Incorporation of a corporation without share capital

  • Certificate of Amendment of Articles or Supplementary Letters Patent

  • Terminating the corporate existence of a corporation on a voluntary basis

General Commercial Documents

 

  • Drawing assignments and guarantees

  • Drawing releases, acknowledgements, authorizations or directions

  • 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

  • Assisting in the negotiation of the agreement of purchase and sale

  • Drafting agreements of purchase and sale

  • Reviewing executed agreement of purchase and sale

  • Requesting statement of creditors under the Bulk Sales Act and tax clearance certificate under the Retail Sales Act

  • Conducting necessary searches for arrears of business taxes, corporation taxes and other taxes and/or rates constituting statutory liens reviewing bill of sale

  • Preparing any personal property security agreement

  • Searching under the Bills of Sale Act, Corporation Securities Registration Act, Bankruptcy Act, Personal Property Security Act, Bank Act and any other applicable legislation

  • Searching for executions

  • Reviewing statement of adjustments

  • Attending on closing and completing sale

  • Making all filings required under any of the above-mentioned acts

  • Confirming insurance coverage

  • Reporting to client

Sale

  • Assisting in negotiating an agreement of purchase and sale

  • Reviewing executed agreement of purchase and sale

  • Preparing bill of sale

  • Preparing statement of creditors under the Bulk Sales Act

  • Obtaining tax clearance certificate under the Retail Sales Act

  • Preparing statement of adjustments

  • Preparing insurance releases

  • Collecting and remitting retail sales tax

  • Preparing statement as to payment of creditors (if required)

  • Appointing a trustee (if necessary) and arranging for such appointment

  • Preparing consents or waivers from creditors of the seller; and preparing statement of affairs

  • Attending and completing closing

  • Reporting to client

Partnerships

 

  • Attending conferences, advising, obtaining instructions

  • Drawing, revising and engrossing partnership agreements or dissolution agreements completing partnership or business registration

Corporate

Incorporation of a corporation with share capital

  • Obtaining instructions, rendering basic preliminary advice as to the desirability and details of incorporation

  • Conducting name search required by Regulation

  • Preparing, arranging for execution and filing of articles of incorporation

  • Preparing organizational minutes or resolutions in lieu thereof of the directors and shareholders of the corporation

  • Preparing documents required to open a bank account

  • Preparing share certificates

  • Completing security registers and completing registers of directors, officers and transfers

  • Preparing and filing of the Initial Notice of Directors and Notice of Change

  • All necessary attendances and correspondence including reporting to client

  • Procuring of share certificates

  • Minute book and corporate seal and performing all other services incidental to the corporation

Incorporation of a corporation without share capital

  • Obtaining instructions; rendering basic preliminary advice as to the desirability and details of incorporation

  • Conducting name search required by Regulation

  • Preparing, arranging for execution and filing of application for incorporation

  • Preparing organizational minutes of the directors and members of the corporation

  • Preparing membership certificates

  • Completing registers of members and completing registers of directors and officers, and officers preparation and filing of the Initial Notice of Directors

  • 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

  • Obtaining instructions and all preliminary advice

  • Preparing minutes or resolutions in lieu thereof of the directors and shareholders or members of the corporation

  • Authorizing the amendment including any notices

  • Proof of service of notices or waivers of notice in respect of any such meetings

  • Preparing articles of amendment or preparing the application for Supplementary Letters Patent

  • 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

  • Obtaining instructions and all basic preliminary advice

  • Preparing all requisite material

  • Arranging for holding all requisite meetings, preparing the minutes of such meetings

  • Arranging for publication of all requisite notices and obtaining consents of tax authorities

  • All necessary attendances; all correspondence including reporting to client

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© 2020 | Neal H. Roth