Businesses and non-profit organizations need legal advice that accounts for both the governing law and the practical realities of operating an organization.
We advise businesses, societies and other organizations throughout their life cycles—from initial organization and governance to contracts, transactions, reorganizations, succession and disputes.
Business Formation and Organization
The legal structure chosen for a business affects ownership, control, liability, taxation, financing and succession.
We assist clients with:
- Incorporating companies
- Organizing share structures
- Establishing partnerships and joint ventures
- Shareholder and partnership agreements
- Corporate names and registrations
- Initial organizational resolutions and records
- Amalgamations, continuations and dissolutions
- Advice concerning directors’, officers’ and shareholders’ rights and responsibilities
We work with clients and their accountants to establish structures suited to the business and the people involved.
Shareholder and Partnership Agreements
Clear agreements can reduce uncertainty and provide a process for dealing with disagreements or unexpected events.
We prepare and advise on agreements addressing:
- Ownership and voting rights
- Management responsibilities
- Restrictions on transferring ownership interests
- Financing and capital contributions
- Admission of new owners
- Retirement, disability and death
- Valuation and buyout procedures
- Non-competition and confidentiality obligations
- Deadlocks and dispute resolution
These issues are usually easier and less expensive to address while the owners are working well together.
Buying and Selling Businesses
We act for purchasers and vendors in business transactions, including share purchases, asset purchases and internal ownership transitions.
Our work may include:
- Letters of intent
- Due diligence
- Purchase and sale agreements
- Financing and security documents
- Employment and contractor arrangements
- Commercial leases
- Regulatory and third-party approvals
- Representations, warranties and indemnities
- Holdbacks and closing adjustments
- Closing documents and post-closing obligations
Business transactions often involve tax, accounting, employment, real estate and regulatory considerations. We coordinate with accountants and other advisers to help clients understand the transaction as a whole.
Commercial Contracts
Contracts should clearly identify what each party is expected to do, allocate foreseeable risks and provide practical remedies when something goes wrong.
We prepare, review and negotiate commercial agreements, including:
- Service and supply agreements
- Independent-contractor agreements
- Confidentiality and non-disclosure agreements
- Equipment and asset purchase agreements
- Commercial leases
- Licensing agreements
- Management and operating agreements
- Loan and security documents
- Settlement and release agreements
We also advise clients when contractual obligations are unclear, performance has become difficult or another party has failed to perform.
Corporate Reorganizations and Succession Planning
A business may need to reorganize because of growth, tax planning, a change in ownership, retirement or succession to the next generation.
We assist with:
- Share exchanges and rollovers
- Amalgamations
- Changes to share structures
- Estate freezes
- Transfers between related parties
- Ownership succession
- Purchases and redemptions of shares
- Corporate windups and dissolutions
We generally work with the client’s accountant or tax adviser to ensure the legal documents implement the intended tax and succession plan.
Corporate Records and Annual Maintenance
Companies must maintain appropriate corporate records and complete required annual filings. Incomplete or outdated records can delay financing, sales, reorganizations and other transactions.
We provide registered and records office services for British Columbia, extra-provincial, and federal companies.
We assist with:
- Annual resolutions and reports
- Changes to directors, officers and registered offices
- Share issuances and transfers
- Dividend resolutions
- Transparency-register compliance
- Reconstruction and correction of corporate records
- Reviews of corporate minute books
- Restoration of dissolved companies
Regular maintenance is generally simpler and less costly than reconstructing missing records when an urgent transaction is already underway.
Non-Profit Organizations and Societies
Non-profit organizations face many of the same legal and governance issues as businesses, together with additional obligations arising from their purposes, bylaws and governing legislation.
We assist societies and community organizations with:
- Incorporation and organization
- Constitutions and bylaws
- Governance policies
- Membership and voting matters
- Directors’ responsibilities
- Meetings and resolutions
- Contracts and commercial arrangements
- Employment and contractor matters
- Reorganizations, amalgamations and dissolutions
- Governance disputes and regulatory compliance
We recognize that community organizations often operate with limited resources. We offer significantly reduced rates to philanthropic organizations where appropriate.
Business and Governance Disputes
Disagreements between shareholders, directors, partners, members or contracting parties can threaten the operation and value of an organization.
We advise and represent clients in matters involving:
- Shareholder and partnership disputes
- Directors’ and officers’ duties
- Access to corporate records
- Oppression and derivative claims
- Contractual disputes
- Ownership and valuation disagreements
- Governance and membership disputes
- Departures, buyouts and business separations
Early advice can help preserve evidence, clarify the parties’ rights and identify opportunities for a negotiated resolution. When litigation is necessary, our corporate and litigation lawyers work together to provide coordinated advice and representation.
Speak With a Business Lawyer
Whether you are starting an organization, negotiating an agreement, planning a transaction or addressing a dispute, timely legal advice can help prevent avoidable problems and protect what you have built.
Contact Columbia Valley Law Corporation to speak with a business lawyer in Invermere or Golden.