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

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• 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

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Sale

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• 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

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Partnerships

 

• Attending conferences, advising, obtaining instructions

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

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Corporate

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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

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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

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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

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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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