Businesses can take many forms, including: sole proprietorships, general, limited or unlimited liability partnerships, corporations, or nonprofit corporations. Defining a corporate structure is important for companies as structure outlines the ownership, control and authority of the organization. BOYNECLARKE LLP’s knowledge can help clients in deciding how their business should be structured taking into consideration, among other things, taxation and liability matters.
We understand that businesses evolve over time. Our team of business lawyers provides a broad range of corporate legal services to clients, from small owner-operated businesses to large multi-shareholder companies, banks, trust companies and other financial institutions, and to individuals. Located in Halifax – Dartmouth, BOYNECLARKE LLP lawyers serve clients across Nova Scotia and Atlantic Canada. We can provide practical business focused advice to clients operating and growing businesses in today’s complex business environment.
Advising and Representing Businesses
- Choosing a business structure – Are you a sole proprietorship considering incorporation? Do you work in partnership with others? Is it time to review the various business structures that can be implemented to document the ownership and control of your business? These decisions impact how much you pay in taxes, it affects the amount of paperwork your business is required to do and your personal liability on future losses or legal issues, such as lawsuits.
- Preparing commercial agreements – Many businesses begin and grow without too much formality in documents and processes. Often, a bad experience with a problem supplier or disgruntled customer results in involving lawyers in dispute resolution. Supplier agreements, collections policies, employment contracts are all tools that can streamline relationships and mitigate risk.
- Distributing your products – Controlling the supply chain is a key component to your competitive edge. As a manufacturer, sales agent, distributor or wholesaler you’ll need to negotiate and document agreements with the objective of protecting your bottom line.
- Franchising your business and purchasing a franchise – Franchise businesses are confronted with a variety of legal issues. Franchisors and franchisees will have to be concerned with matters relating to purchases, sales and financing, drafting and negotiation of agreements and disclosure documents.
- Outsourcing supplies and services – Outsourcing work may include, among other things, bookkeeping, technical support, specialized services and product manufacturing. Outsourcing increases the complexity of a business’s operations and adds risk by entrusting aspects of a business to outside contractors.
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Areas of Focus
Commercial agreements are contracts between two or more parties who want to formalize a commercial arrangement. They can be simple or very complex. BOYNECLARKE LLP assists clients in negotiation, drafting and implementation of their business agreements, including financing, shareholder, loan and security, leasing, licensing, sales and distribution and employment agreements. We can help you analyze your business processes and document contracts and policies aimed to keep you out of trouble and focused on business development.
Businesses may distribute their products to consumers and other businesses either directly or indirectly through intermediaries. For many of our clients, controlling the supply chain is a key element of their strategic plan. Commercial distribution, supplier, warehouse storage, and shipping contracts are important documents that should be prepared to accurately document your business relationships. Contracts can be simple or complicated, but they should be customized to your specific business requirements. We have represented manufacturers, sales agents, distributors, wholesalers, and storage facilities and can help you negotiate and document agreements with the objective of protecting your bottom line.
Franchise businesses are confronted with a variety of legal issues arising from contracts, business, labour and employment, and intellectual property matters. Consequently, both franchisors and franchisees often require advice from lawyers with a diverse range of experience. Our Franchise Law Team assists and advises franchisors and franchisees from a variety of industries on a full spectrum of matters, including: purchases, sales and financing; the drafting and negotiation of agreements and disclosure documents; intellectual property matters; and litigation.
Our team is well-versed in the role of corporate governance in the performance of organizations. We advise people and organizations on the roles and responsibilities of board directors, trustees, shareholders and individuals holding fiduciary positions. When creating governance structures, it is important to consider and balance the interests of stakeholders, creditors, regulators, consumers, employees and the general public. We can help clients create governance structures that improve organizational effectiveness, in both public and private, profit and not-for-profit sectors.
Outsourcing can be a useful tool to maximize a business’s internal strengths, decrease overhead, and make use of outside expertise. Outsourcing work may include, among other things, bookkeeping, technical support, specialized services and product manufacturing. Businesses may outsource to companies or individuals, on long or short-term contracts. It is important to consult with a lawyer as outsourcing increases the complexity of a business’s operations and can add risk by entrusting aspects of a business to outside contractors.
Contracts between businesses and their suppliers should be comprehensive, including all the terms and conditions necessary to ensure a smooth delivery of products or services, as well as financial security and predictability within the business relationship. In addition to delivery dates, costs, and descriptions of goods or services, supplier contracts might include training and support stipulations, warranties or liability clauses.
Presentations We Offer
Should I incorporate my business venture?
What is a sole proprietorship?
If the sole proprietor carries on business under a name other than his or her own, that name must be registered as a business name with the Registry of Joint Stock Companies.
What is a partnership?
In Nova Scotia, partnerships are governed by the Partnerships and Business Act. That statute provides that in the absence of an agreement to the contrary, among other things, all partners are equal and that on the death of one partner, the partnership automatically dissolves. For this reason alone, it is very important that you enter into a partnership agreement.
What is a company?
A company is owned by its shareholders. The shareholders elect one or more directors, and the directors, in turn, appoint officers. The officers usually include the president and secretary, but may also include one or more vice-presidents, a treasurer, a Chief Executive Officer and many others.
When you incorporate a company, you create a separate person in the eyes of the law. That means that the company has its own assets and liabilities, and its income is taxed in its hands. If certain requirements of the Income Tax Act are met, the company’s income may be taxed at a significantly lower rate than if it were earned by the individual shareholders as sole proprietors or partners. We would be happy to discuss with you whether your business would qualify for these preferred tax rates.