Canada Legal .com Articles

by Peter Cusimano
Lawyer - Barrister & Solicitor

Jurisdiction: Ontario (Canada)

Are you a doctor practising in Ontario? Physicians practicing in the province of Ontario are permitted to incorporate their medical practices and operate as a “Medicine Professional Corporation”.

If you are a recent graduate or you are currently practising as a sole practitioner or in a practice group, or you are about to move into Ontario, you may wish to consider incorporating your medical practice and carry on practice as a medicine professional corporation.

The main benefit to incorporating is that under the right circumstances you will be able to reduce your tax burden. If you have adult children who are about to enter post-secondary education or are currently studying at university or college and you are helping to support them, you should consider incorporation of your medical practice.

The process of creating a medicine professional corporation involves a few steps including:

1. Incorporation of the Medicine Professional Corporation with Ontario government and related steps.
2. Completion of the Application for the Certificate of Authorization.
3. Obtaining a “Certificate of Status” for your corporation.
4. Completion of the Statutory Declaration (if you are in the Greater Toronto Area, I will attend at your office to complete this step).
5. Filing of all documents with the College of Physicians and Surgeons of Ontario (CPSO).
6. Dealing with the CPSO in case of any issues or problems with the Application for Renewal.
7. Reporting back to you upon receipt of the Certificate of Authorization from the CPSO.

I deal with many doctors on a regular basis as my clients, helping them with the legal aspects of their medical practice. If you want to consider incorporating your medical practice, please contact me.

by Peter Cusimano
Lawyer - Barrister & Solicitor

Jurisdiction: Ontario (Canada)

In a small/medium sized business, usually the people who run the business (the directors) are also the owners of the business (the shareholders). As such, the co-operation of all the shareholders is crucial to ensure the success of the business. If there is disagreement between any of the shareholders that cannot be resolved amicably, the business may grind to a halt, unless the parties have a written agreement in place to deal with such issues.

Although the responsibility of making decisions for a corporation normally is with the directors of the corporation, the shareholders may wish that certain decision making powers be removed from the discretion of the directors and be given to all of the shareholders. In order to accomplish this, all of the shareholders and the corporation may enter into an agreement with each called a Shareholders’ Agreement.

A Shareholders’ Agreement will address certain issues to ensure the smooth operation of the corporation continues. Some of the issues covered in a Shareholders’ Agreement may include the following:

1. Restrictions or controls regarding the operation of the business and other matters of the corporation
2. Control of the corporation; election of directors
3. Signing authority
4. Decision making procedures; where shareholder approval required
5. Financing and additional capital contributions to the corporation
6. Issuance of new shares
7. Ownership of shares
8. Transfer of shares: procedure, right of first refusal, conditional on signing agreement
9. Retirement, divorce, bankruptcy, incompetency, or death of a shareholder
10. Insurance
11. Non-competition
12. Confidentiality
13. Non-solicitation
14. Dispute resolution between shareholders (arbitration and “shot-gun” clauses)

Every Shareholders’ Agreement will need to be carefully written to deal with the specifics of the business.

Although the law does not require that a corporation have a Shareholders’ Agreement, I recommend that you consider having a Shareholders’ Agreement put into place to avoid problems when disagreements arise.

If you want to consider having a Sharheolders’ Agreement for your corporation, please contact me.

by: Peter Cusimano
Lawyer - Barrister & Solicitor

Jurisdiction: Ontario (Canada)

Selling your dental practice will involve numerous steps to be properly completed. In order to ensure a smooth transition and to avoid any delays or unexpected problems, it is advisable to engage the services of a lawyer to assist with the legal aspects of the sale of your dental practice.

Some of the legal steps involved will include:

1. co-ordination with the lawyer for the purchaser
2. if you have a dentistry professional corporation, ensuring the corporation’s minute book and records are up to date
3. reviewing and assisting in the preparation of a proposed Letter of Intent
4. reviewing and assisting in the preparation and finalization of the Agreement of Purchase and Sale
5. preparation certain documents that will be required to be given to the purchaser on the completion of the sale
6. dealing with certain issues such as Associate Dentists and staff
7. addressing any issues such as the removal/discharge of any liens that have been registered by equipment financing companies, banks, or other third party lenders
8. obtaining an assignment/transfer of the lease for the premises where the practice is located
9. ensuring the purchaser files any documents that are required to be filed after the completion of the transaction (such as updating of corporation’s official records filed with the government if required, or changing the name of a dentistry professional corporation if required)
10. dealing with any matters that are to be dealt with after the completion date

In addition, your lawyer will also need to be in contact with various parties including:

1. the lawyer for the purchaser
2. the dental practice broker
3. your banker
4. your accountant
5. your landlord
6. your insurance broker
7. other third parties as required

In my law practice, I deal with dentists on a regular basis. If you are contemplating selling your dental practice, please feel free to contact me to discuss your dental practice.

About:
NDA — Legal Guide: Non-Disclosure & Confidentiality Agreement (for use with Musical or Audio Recording)

Summary:
In the business matters, it is often necessary to disclose certain information to another party to facilitate business. However, with a musical or audio recording, you may wish that any disclosure of the musical or audio recording to certain people be kept confidential for various reasons. The legal document used to protect your legal rights is a called a “Non-Disclosure Agreement” (also known simply as an “NDA”) or a “Confidentiality Agreement”.

Download:
NDA — Legal Guide: Non-Disclosure & Confidentiality Agreement (Musical or Audio Recording)

Related Legal Forms:

• Non-Disclosure Agreement / Confidentiality Agreement
• Band Partnership Agreement
• Band Performance Contract
• Music Recording Contract
• Incorporate a company
• Business Agreements

About:
NDA — Legal Guide: Non-Disclosure & Confidentiality Agreement (for use in Negotiations of Potential Business Relationship or Joint Venture)

Summary:
If you are planning to have discussions or negotiations with a potential business partner or are considering entering into a joint venture arrangement with another business, it will be necessary during the early discussions and negotiation stage to disclose certain information about your business to the other party to facilitate reaching an agreement with the other business. However, during the early discussions / negotiation stage you may be reluctant to disclose the information without some form of written agreement to protect the legal rights of the parties. The legal document used to protect your legal rights is a called a “Non-Disclosure Agreement” (also known simply as an “NDA”) or a “Confidentiality Agreement”.

Download:
NDA — Legal Guide: Non-Disclosure & Confidentiality Agreement (Negotiations of Potential Business Relationship or Joint Venture)

Related Legal Forms:

• Non-Disclosure Agreement / Confidentiality Agreement
• Incorporate a company
• Joint Venture Agreement
• Partnership Agreement
• Business Agreements

About:
NDA — Legal Guide: Non-Disclosure & Confidentiality Agreement (for use with an Invention)

Summary:
In business matters, it is often necessary to disclose certain information to another party to facilitate business. However, as an inventor, it is important that certain information regarding your invention be kept confidential. However, you may be reluctant to disclose the information without some form of written agreement to protect the legal rights of the parties. In addition, you may want certain information about your invention to be kept confidential to preserve any potential patent or other intellectual property rights that you may have for the invention. The legal document used to protect your legal rights is a called a “Non-Disclosure Agreement” (also known simply as an “NDA”) or a “Confidentiality Agreement”.

Download:
NDA — Legal Guide: Non-Disclosure & Confidentiality Agreement (Invention)

Related Legal Forms:

• Non-Disclosure Agreement / Confidentiality Agreement
• Incorporate a company
• Joint Venture Agreement
• Partnership Agreement
• Shareholders Agreement
• Employee Agreements
• Consulting / Services Agreements

About:
NDA — Legal Guide: Non-Disclosure & Confidentiality Agreement (for use with Employees or Independent Contractors)

Summary:
In business matters, it is often necessary that your employees or third party contractors will have or will require access to information about your business in order to provide service to your company. For example, it is not uncommon for certain employees to have access to customer lists, supplier information, or financial information. However, you may be reluctant to disclose the information without some form of written agreement to protect the legal rights of the disclosing party. The legal document used to protect your legal rights is a called a “Non-Disclosure Agreement” (also known simply as an “NDA”) or a “Confidentiality Agreement”.

Links:

• Form: NDA / Confidentiality Agreement
• Video: How to fill in the form for use with independent contractor
• Guide: Step-by-step guide showing how to fill in the form

Related Legal Forms:

• Non-Disclosure Agreement / Confidentiality Agreement
• Business Agreements
• Employee Agreements
• Consulting / Services Agreements

About:
NDA — Legal Guide: Non-Disclosure & Confidentiality Agreement (for use in Potential Business Purchase & Sale)

Summary:
In business matters, it is often necessary to disclose certain information to another party to facilitate the business matter. However, you may be reluctant to disclose the information without some form of written agreement to protect the legal rights of the parties. The legal document used to protect your legal rights is a called a “Non-Disclosure Agreement” (also known simply as an “NDA”) or a “Confidentiality Agreement”.

Download:
NDA — Legal Guide: Non-Disclosure & Confidentiality Agreement (Potential Business Purchase & Sale)

Related Legal Forms:

• Non-Disclosure Agreement / Confidentiality Agreement
• Agreement for Purchase and Sale of Business
• Business Agreements
• Employee Agreements
• Consulting / Services Agreements

About:
Legal Guide: Incorporating in Ontario, Canada

Summary:
A beginners step-by-step guide for business owners, beginners, and non-lawyers. Outlines the advantages and disadvantages of a corporation as a form of business, as well as how to incorporate an Ontario business online.

Download:
Legal Guide: Incorporating in Ontario, Canada

Related Legal Forms:

• Corporate Name Search
• Ontario Incorporation Package
• Incorporation and Corporate Forms

About:
A Beginners Step-by-Step Guide of “Buying a Convenience Store” for Business Owners, Beginners, and Non-Lawyers.

Summary:
Purchasing a convenience store can be an exciting experience. But, if it is not done properly, it can also be a difficult and expensive experience. Often times the legal issues regarding the purchase of a convenience store can be confusing and difficult to understand. This purpose of this guide is to provide some general tips about the legal steps you should take to ensure that the purchase is completed in a way that provides you with some basic legal protections.

Download:
Legal Guide: Buying a Convenience Store

Related Legal Forms:

• Purchase and Sale of Business (Caanda)
• Purchase and Sale of Business (USA)
• Lease Assignment (Canada)
• Lease Assignment (USA)