incorporationquebec

  • It is possible at any time to add one or more shareholders to an existing company. The following is an overview of some practical considerations when adding a shareholder to your corporate structure. Sale or issue of shares? There are generally two ways to add a shareholder: the sale of existing shares, or the issuance of new shares. When proceeding by sale, a shareholder disposes of part of his shares, in exchange for
  • The unanimous shareholder agreement allows shareholders, under corporate law, to restrict or withdraw, in whole or in part, the decision-making powers of directors. Unlike "regular" shareholder agreements, unanimous agreements automatically apply to any new shareholder of the corporation. This restriction on the powers of the board of directors can be translated in several ways, of which we offer an overview. 1. Shareholder approval By unanimous agreement, the shareholders can make
  • The right to a dividend is one of the three fundamental rights of shares provided for in corporate legislation, in addition to the right to vote and the right to the residue in the event of dissolution or liquidation. Under both the Quebec and federal systems, the right to receive "any declared dividend" must be included in at least one of the classes of shares authorized in the articles of the corporation. In addition, one of the
  • When considering an incorporation mandate, it is important to do some due diligence with the prospective service provider. Dozens of online incorporation services exist, sometimes at very low prices. One might wonder why one should deal with a lawyer or notary when there are companies offering to do it for a fraction of the price. Reserved act It is important to know that doing
  • A class of shares that is often found in corporate capital structures and often included in the articles of incorporation is the rollover (or freeze) share class. Rollover shares are used primarily for tax planning purposes and therefore have special characteristics. Rollover of property to a company and estate freezes are the most common planning purposes when using this type of shares. 1.
  • Paid-up capital is a fundamental concept in the Canadian tax system. It is the "tax" equivalent of legal capital, i.e. issued and paid-up share capital ("stated capital" for federal corporations), which represents the consideration received by the corporation for the shares issued. Here is a basic overview of the concept of paid-up capital. Tax-free withdrawal The general principle is that a shareholder is entitled to withdraw paid-in capital from
  • Over the decades, Canadian corporate law has developed in such a way that there are now several notable differences between corporations incorporated in the United States and those incorporated in Canada. As will be discussed below, these differences can be extremely important when a Canadian-incorporated company opens a place of business in the United States to operate a business. We provide an overview of three important differences between the Canadian and U.S. corporate environments. 1. Number
  • Within a corporation (company) there are different titles and functions. Often these titles and functions are all held by the same person, especially for smaller companies, but this is not always the case. Here is an overview of the differences between the shareholders, directors and officers of a company. Shareholders A shareholder owns shares in a company corporation. His or her shares give him or her certain rights over the company,
  • Often entrepreneurs will hold the shares of their operating company through a management company, instead of holding the shares directly. We present an overview of the advantages of such a structure. Asset protection An operating company may be at risk of legal action, particularly if it is active in a high-risk area in terms of civil and contractual liability. It may also be at risk if business does not go as planned.

 

The information contained in the articles on the IncorporationQuebec.net website does not constitute legal opinions, and is only general information intended to popularise certain legal concepts relating to company law or SME taxation. The information contained in the articles may not be applicable to certain specific cases. Pronto Corporate Services Inc. and the author of the texts are not responsible for any error, inaccuracy or out-of-date information that may be contained in the articles.

December 28, 2021

Adding a shareholder: practical considerations

It is possible at any time to add one or more shareholders to an existing company. Here is an overview of some practical considerations
December 20, 2021

The unanimous shareholders' agreement

The unanimous shareholder agreement allows shareholders, under corporate law, to restrict or withdraw, in whole or in part, the decision-making powers of
December 7, 2021

The right to dividends

The right to a dividend is one of the three basic rights of shares provided for in corporate law, in addition to the right to vote and the right to
December 3, 2021

Beware of quacks in the field of incorporations

When considering an incorporation mandate, it is important to do some due diligence with the prospective service provider beforehand. Dozens of
November 25, 2021

Characteristics of rolling actions

One class of shares that is often found in corporate share structures and often included in the articles of incorporation is the
November 12, 2021

Paid-up capital: basic principles

Paid-up capital is a fundamental concept in the Canadian tax system. It is the "tax" equivalent of legal capital, i.e., issued and paid-up share capital
October 16, 2021

Canadian and US companies: notable differences

Over the decades, Canadian corporate law has developed in such a way that today there are several notable differences between corporations incorporated in the United States
October 4, 2021

Shareholder, director and officer : explanations

Within a corporation (company) there are different titles and functions. Often these titles and functions are all held by the same person, particularly
September 22, 2021

The advantages of a management company

Often entrepreneurs will hold the shares of their operating company through a management company, instead of holding the shares directly. We