Business succession planning allows individuals to successfully transfer ownership of their business while minimizing personal risk. Our knowledge and experience will help with ensuring a smooth transition. Our team is experienced in assisting clients with the various steps involved in business succession planning, including ownership transfers, sale of the business and assets, reorganization of corporate structure and navigating the tax implications.
At BOYNECLARKE LLP, our lawyers advise clients on a broad range of commercial transactions. From our offices in Halifax – Dartmouth, we represent small owner-operated businesses and large multi-shareholder companies, banks, trust companies and other financial institutions, as well as individuals. With the right advice and guidance, companies will be well positioned to achieve their goals without assuming unnecessary risk.
Advising and Representing Businesses
Our lawyers regularly assist clients to start up and buy businesses and we work with existing business owners to help them reduce risk and taxes. We take into account your objectives and devise the best plan to help you achieve them. Our role as lawyers is to identify and address the legal issues so you can focus on your business.
It is important to seek legal advice during commercial transactions such as:
- Planning for the future of your business – What happens to the business if you retire, die, suddenly become ill or are no longer able to run it? Business succession planning allows you to take control of your eventual exit from the business.
- Seeking capital investment – Whether you are raising money to expand manufacturing capacity, develop natural resources, or launch a high-tech idea, we can help you put together the deal. BOYNECLARKE LLP represents business owners, equity investors, banks, financial institutions, venture capital and angel investors.
- 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.
- Entering into a joint venture – Joint ventures can be complicated relationships, and we can ensure your contracts clearly document roles and responsibilities. We advise on all aspects of establishing, operating, and ending joint venture agreements and strategic partnerships.
- Purchase and sale of an existing business – Whether you are purchasing a local corner store or a large well established company, before you are committed, you’ll need to know the legal issues concerning the transaction. We can advise with respect to the preferred form of agreements, tax implications, required licenses and business registrations.
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Areas of Focus
We help our clients achieve their objectives by working with them to raise capital. We also represent the lenders and investors who provide capital to fuel growth in our region. Whether you are raising money to expand manufacturing capacity, develop natural resources, or launch a high-tech idea, we can help you put together the deal. BOYNECLARKE LLP represents business owners, equity investors, banks, financial institutions, venture capital and angel investors.
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 have worked with local, regional, and international businesses involved in joint ventures in a variety of industries, including renewable energy, fisheries, and oil and gas. We advise on all aspects of establishing, operating, and ending joint venture agreements and strategic partnerships. For our international clients, we have the experience to advise on local requirements and risk factors, and can help structure relationships in tax effective ways.
Mergers & Acquisitions
BOYNECLARKE LLP has a strong business law team that represents clients in mergers and acquisitions transactions, both large and small. We represent local start-ups, well-established regional businesses, and international companies. Our business team includes practitioners in all the key subjects that come up during a typical M & A transaction, including tax, securities regulation, banking and financial, employment and intellectual property issues. We understand the business context and rationale for complex transactions. We work with our clients to structure and negotiate the deal, mitigate risk, and successfully integrate acquisitions.
Purchase & Sale of Business
BOYNECLARKE LLP is experienced dealing with all aspects of purchasing a new or existing business. We will guide you through each stage of the transaction. We assist in conducting due diligence. We are experienced negotiators. We can advise with respect to the preferred form of agreements, tax implications, required licenses and business registrations.
BOYNECLARKE LLP works closely with corporate clients to navigate, implement and assure compliance with securities regulations and to facilitate registration of interests and ownership. We advise on all aspects of equity and debt offerings, as well as acquisition and divestiture transactions involving public companies. In addition, we advise on the offerings involving the Nova Scotia Equity Tax Credit Program, the Community Economic Development Corporation Program, and Labour-Sponsored Venture Capital Corporations. From the outset, the firm will advise companies on how to minimize the risk of litigation for non-compliance.
Presentations We Offer
What are the first steps in buying a business?
When you buy assets, you receive only those things that you negotiate and pay for. If an asset is not included on the list of assets that you are buying, you will not receive it. If, however, you are buying the shares in the company that runs the business, you are acquiring the company itself. This means that all of its assets and liabilities will become yours.
Tax and financing considerations arise from both of these options. You should discuss them with your professional advisors before you agree on the structure of the deal.
How do I finance my business venture?
Financing may come from friends and family, either as loans or as equity (i.e. the investor receives a stake or ownership interest in your business), loans from third parties lenders including banks and credit unions, grants, and investments from third parties.
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.
Do I need a shareholders' agreement or a partnership agreement?
These agreements deal with many things and may be, in some cases, very detailed. At a minimum, however, they should provide dispute resolution provisions, and mechanisms to deal with the death, disability or bankruptcy of one of the shareholders or partners.