Business / Corporate / Partnerships / Proprietorships / Society and Non-profits

Business Law

As an entrepreneur you know your product, the service you provide, you’ve set your goals and you know what you want to accomplish.   You are very good at knowing your product and what you are passionate about.   However, you may need assistance and advice on how to structure your business for long term success and how to establish a good legal foundation to reach and maintain your goals while minimizing issues.  I can advise you on the legal aspects of setting up and operating your business and discuss options with you about what will work best in your circumstances.

Business Structure

There are various ways to structure your business.  The business structure affects how you interact with investors, suppliers, lenders, customers, etc.   Your business structure may also be changed over time, although it is best to start with the structure that will meet your long term goals to avoid the extra costs of changing it later on.

Determining what structure is best depends on your circumstances and goals; the type of business you have, who you are in business with, what your long-term vision is, where you want to conduct your business, what your exposure to risk and liability is, etc.  There are three basic structures that you can use to start your business:  a sole proprietor, a partnership or a corporation.  Whatever structure we determine is best for you, it is very important to make sure that it is set out in writing with sufficient detail to protect you and your business associates as much as possible and to put in place the mechanisms to address possible future changes.  This plan should also be done in conjunction with consideration to your family circumstances and your estate planning goals.

Setting up your business structure, and ongoing major decisions, should always be discussed with both your lawyer and accountant to maximize your benefits and minimize potential issues.  The accountant and lawyer have different specializations and each is best suited to advise you in their area of expertise.

I would be happy to answer all of your questions and help you with the documentation and legal process.   I assist clients in Okotoks, Black Diamond, Turner Valley, High River, the Foothills, Calgary and surrounding areas.    I am also mobile and can travel to you, with evening and weekend appointment times available upon request.

Contact us at 403-995-7744.


A proprietorship is also generally called a sole proprietorship. A proprietorship is owned by only one person, this would be you. In a sole proprietorship, the business is an extension of you; you are your business. From a tax perspective, you file your business expenses, revenues, profits and losses as part of your personal tax return. You pay taxes on all profits each year as they automatically form part of your personal income. From a liability perspective, anything that your business may be liable for also places your personal assets at risk (even the non-business related assets, such as your house, car, investments, etc.). There are situations where a proprietorship is appropriate and it may be all you need to start your business venture. If you have a business enterprise with one or more other persons, that business would be referred to as a partnership.


If you start a business enterprise with one or more other persons that business becomes a partnership. Partnerships in Alberta are governed by the Partnership Act, and even if you do not intend to have a partnership, you may be deemed under the Act to be involved in a partnership. The Act also outlines a basic structure that applies in default to all partnerships if no written agreement is in place between the partners. If you want a partnership, it is recommended that you enter into a Partnership Agreement. A Partnership Agreement sets out the terms of your partnership so that everyone is aware of and understands their rights, obligations and responsibilities. An Agreement also sets out how profits are shared, how losses are covered, what happens when the partnership dissolves and what events can make the partnership dissolve. If you enter into a business venture without an agreement in advance, it may lead to lengthy and expensive litigation to dissolve the partnership, retrieve your money and assets out of the partnership, or determine who should be liable for the losses and liabilities. If you are in a partnership as yourself, it has the same effect as if your business was a sole proprietorship with some exceptions. For profits/losses you only claim the same percentage as your partnership share. The biggest downside to a partnership is that all partners are equally liable for all liabilities. This may be curtailed by using a limited partnership agreement. Partnerships are not Joint Ventures and Joint Ventures are not partnerships. Great care must be taken to avoid confusing your partnership with a joint venture and vice versa. This is done through a carefully drafted agreement.


Whether you are starting your business on your own or with others, a more formalized business structure is to incorporate your business. A corporation is a legal entity created by law under the Business Corporations Act. Your corporation is more formalized than a partnership or proprietorship because it is registered with the Alberta Corporate registry (or you may choose to register federally or extra-provincially, which we discuss later); it requires Articles of Incorporation, By-laws, shareholders, directors, officers and a pre-set share structure. If you decide to incorporate your business, I can assist you in establishing your corporate structure, articles and by-laws to meet future needs and avoid future issues. We can assist you by making sure your annual corporate returns are completed and filed with corporate registries. We also do an annual review and business check-up to make sure the current structure still meets your needs. All corporations are required to maintain a Minute Book and keep it at their registered office. A minute book contains all of the important records of the corporation relating to directors, shareholders, officers and decisions. It also contains the corporate documents including the articles of incorporation, by-laws, share certificates, any USA, resolutions and meeting minutes of the directors and shareholders. It may be important to your corporation to have a USA (Unanimous Shareholder Agreement) in place. The USA binds all shareholders including any new shareholders. The USA ensures that shareholders are aware of and understand their rights, obligations and responsibilities as a shareholder. It can include terms that set out how profits are shared, dividends are paid, management salaries and bonuses are paid, how losses are covered, what happens when the corporation is wound-up and what events can lead to a wind-up or circumstances forcing a shareholder to sell their shares. If you enter into a corporation without a USA in advance, it may lead to lengthy and expensive litigation to wind-up the corporation, share profits and who should be liable for the losses and liabilities.

Commercial Transactions

Whether you are buying or selling a business, there are a number of decisions to make and steps to take to ensure you are protected. You can enter a business transaction as either an asset sale/purchase or share sale/purchase, each of these have different considerations. You may also decide to purchase commercial real estate or enter a commercial lease either as landlord or tenant. Your corporation may need to raise capital or enter into a financing agreement, borrowing money. All of these transactions are opportunities for your business that you want to ensure your interests are protected. They all require written agreements and a thorough review and discussion of all written agreements to ensure that your interests and expectations are being taken care of. If you have any questions, please contact us to discuss

Societies / Non-profits

We are working on this section.


Annual Return:  All corporations are required to file a corporate annual return each year on or about the anniversary of their date of incorporation.  If you miss filing your annual return for 2 or more years, your corporation will be automatically struck by Corporate Registries.   If this happens, you have to apply to reinstate your Corporation before it has legal status to carry on business.

Articles of Incorporation:  The Articles are the primary documents that create the legal entity of your corporation.  The Articles set out:  name of the corporation, classes and types of shares, restrictions on share transfer, number of directors, restrictions on type of business and any other applicable rules necessary for your corporation.

By-laws:   Govern how the corporation does business, holds meetings and makes decisions.  By-laws should also contain banking and borrowing terms.

Director:  Person appointed by the shareholders to elect the officers and to make the day-to-day decision of operating the corporation.  Although the corporation is its own legal entity, Directors may still become personally liable for decisions and events under certain circumstances.

Extra-Provincial Incorporation:   If you have or plan to have a business presence in another province, you should consider an extra-provincial registration in that province.  If you plan to have a presence across the country or in multiple provinces, it is possible a federal incorporated business is what you need.

Federal Incorporation: If you have or plan to have a business presence in several other provinces, you should consider a federal incorporation.

Joint Venture: Is a special business arrangement between two or more entities and is generally for a specific purpose and a limited time period.  These usually involve corporations but other entities may also be included.  Joint ventures are not partnerships and great care must be taken to avoid being confused with a partnership.   There are very different laws and consequences that apply to partnerships than those that apply to joint ventures.  If you want a joint venture, you want to avoid being confused with a partnership.   This is accomplished by having a well written Joint Venture Agreement in place before embarking on the joint venture.

A Joint Venture may also apply in real estate investments where an individual(s) is the money person and the other party(s) are the title holders.  An agreement is necessary for each property to set each party’s rights and obligations.

Minutes:  Are a written record of the meetings of the directors and shareholders.     The minutes contain the resolutions and other decisions of the directors and shareholders.

Minute Book:  Every Corporation is required to keep and maintain a minute book as required under the Act.   A minute book contains all of the important records of the corporation relating to directors, shareholders, officers and decisions.  It also contains the corporate documents including the articles of incorporation, by-laws, share certificates, any USA, resolutions and meeting minutes of the directors and shareholders.

Officer:   The officers of a corporation are the management and are appointed to their positions by the directors.  The officers of a corporation include the president, CEO, secretary, treasurer, and other individuals in similar positions.  The officers are responsible for managing the daily operations of a business.

Professional Corporation: Certain occupations are prevented from operating a corporation.   These occupations are also regulated by an overseeing body or professional association, such as doctors, accountants, and lawyers.   However, these professions may set-up a Professional Corporation (PC) in accordance with the specific rules of their governing body.

Registered Office:   The registered office of a corporation is the address within the where important corporate documents, such as the minute book, are kept, and where legal and other official documents may be sent.

Resolution:  A resolution is an action or motion made that is voted on by the directors or shareholders, as the case may be.

Share Structure:  Determines the different classes of shares and the number of shares in each class that the corporation may issue.

Shareholder:  Can be an individual person, one or more persons jointly or another corporation that owns shares in the subject corporation.

Unanimous Shareholder Agreement (USA):  An agreement that binds all present and future shareholders, and stipulates a number of terms to address a variety of issues and potential issues between the shareholders and between the shareholders and the corporation.