Questions, not checkboxes
Sole shareholder or bringing in a partner? Should your spouse hold shares? A holding company now, or in two years? QBCA or CBCA? The answers shape every document that follows.
The added value
What a lawyer does that a form cannot
Tailored share capital
Voting and non-voting shares, discretionary dividends, preferred shares ready for an estate freeze or an investor. The classes are there the day you need them, with no articles of amendment to file.
A minute book in good order
Organizational resolutions, share issuance, by-laws, registers, the initial declaration and ultimate beneficiaries at the REQ: the step rushed incorporations most often leave unfinished.
An honest comparison
Lawyer or online filing service?
Filing services do well what they are built for, they get you a certificate of incorporation. The rest of the documentation and the organization will often be deficient without a jurist. We say so plainly in our article do you need a lawyer to incorporate. The difference is everything that surrounds the filing.
Our approach
With a lawyer
- ✓Legal advice, an act reserved to lawyers and notaries in Quebec
- ✓Professional accountability: ethics code, insurance, the Barreau
- ✓Professional secrecy over your exchanges once the mandate is confirmed
- ✓The questions the form never asks, asked before filing
- ✓Several classes of shares
- ✓Restrictions on the transfer of securities, for closely held issuer articles
Worth knowing
Filing platform
- ✓Transmits your answers to the registry, as entered
- ✓Cannot advise you or comment on your corporate situation
- ✓A single class of shares
- ✓No restriction on the transfer of securities
Where the lawyer pays off most
Four situations that reward the analysis
Everything starts with our online incorporation form: about fifteen minutes to describe your project. Me Oppedisano reviews your answers, contacts you if a choice deserves discussion, then files with the REQ or Corporations Canada. Our Quebec incorporation page walks through the whole process.
Situation 1
Multiple shareholders
Exit, death, divorce: distinct share classes and a well-drafted shareholder agreement prevent most disputes, provided they are designed at incorporation.
Situation 2
A holding company
Sheltering excess cash and planning an eventual sale requires the appropriate corporate structure.
Situation 3
Professionals under an order
Physicians, dentists, CPAs, engineers: practising through a corporation is allowed under strict conditions, notably on who holds the voting shares and on the provisions of the articles. A structure refused by the order is costly to fix.
Situation 4
Buying a business
Buying shares does not carry the same consequences as buying assets. If the new corporation is the acquisition vehicle, structure, financing and due diligence must be coordinated from incorporation onward.
FAQ
Am I required to use a lawyer to incorporate?
No. Both the QBCA and the CBCA let anyone file their own articles of incorporation. A lawyer is not mandatory; he brings the analysis, a structure that meets the standards and the complete organization, none of which a form provides.
What is the difference between an incorporation lawyer and a corporate lawyer?
Often the same jurist at two moments in the life of the business. Incorporation covers the birth of the corporation; corporate law covers what follows: shareholder agreements, reorganizations, annual resolutions, buying and selling a business.
How much does incorporating with a lawyer cost?
Our incorporation packages are flat-fee. Current pricing is published on our services page; the amount varies with the charter you choose and the documents required, such as a shareholder agreement or a holding company.
Provincial or federal: will you help me choose?
Yes. The choice between the QBCA and the CBCA depends among other things on name protection, where you operate and director residency: the QBCA imposes no Canadian residency requirement, while the CBCA generally requires that at least 25% of directors be resident Canadians. We discuss it before filing.
Is incorporating with a lawyer slower?
Not really. Once the form is completed and your information validated, the filing happens within timelines comparable to online services, and you come away with an organized corporation, minute book included.