Legal information

A member of a professional order governed by the Professional Code may carry on his professional activities within a corporation under certain conditions. Section 187.11 of the Professional Code states that to carry on activities in corporation, the board of directors of the professional order must authorize it by regulation and "determine, if applicable, the terms and conditions as well as the restrictions according to which these activities may be carried on

The bylaws (or regulations for federal corporations) are a major document in the organisation of a corporation. The bylaws generally contain governing procedures, such as the manner in which shareholder meetings and board meetings are held, and also contain any other provisions that corporate laws allow to be included. In this article, we present three important provisions that are generally found in a by-law of a corporation.

What are they? Since the Supreme Court of Canada recognized the legality of discretionary dividend shares, they have been widely used by lawyers and tax practitioners. Discretionary dividend shares have the particularity of allowing a dividend to be declared on different classes of shares at the sole discretion of the board of directors, regardless of the number or percentage of shares of each. These shares may be participating, thus entitled to the remainder in

It is recommended to mandate a professional (lawyer or notary) to incorporate a corporation. In fact, in addition to filing articles of incorporation with a suitable corporate structure that complies with the legislation, the professional organizes the company to issue shares, adopt by-laws, and elect the directors and officers of the company. However, it is possible for the public to proceed by themselves to the filing of

Many start-up entrepreneurs wonder whether they should be "registered" or "incorporated". The differences between these two ways of operating a business are significant. Registered business A so-called "registered" business is in fact a sole proprietorship (self-employed), which registers with the Registraire des entreprises. Registration is not required if the sole proprietorship operates under the name of its owner. If the business operates under another name, it must be registered

A newly created corporation must register for various accounts with the Canada Revenue Agency and Revenu Québec. The first account, which is mandatory for all corporations doing business in Canada, is the income tax account (file in Quebec). This account facilitates the filing of tax returns and should be opened immediately following incorporation. If the corporation is federally incorporated, a federal business number

The formalities provided for by law must be respected when shares are issued, whether for an initial issue following the incorporation of the company or any other subsequent issue. These formalities are the same under both Quebec and federal law. It should be noted first that a share issue is a contract between the share subscriber and the corporation. The subscriber, by way of a subscription letter

The authorised share capital of a corporation may provide for several classes of shares. In this case, the articles of the corporation will provide, for each class of shares, rights and restrictions associated with the shares of these classes. The first class, often referred to as Class "A" of the share capital, is the class of shares known as "ordinary shares". Upon incorporation of a corporation and the issuance of the first

The LLC (Limited Liability Company) is a specific legal vehicle in the United States. The first state in the United States to enact legislation allowing the creation of an LLC was Wyoming in 1977. Since it is not incorporated, the LLC is to some extent similar to a sole proprietorship and a partnership. In addition, from a tax perspective, it is the owners of the LLC who are taxed at the personal level. However, as the corporation