Corporate and Business Law

Provincial incorporation under the Ontario Business Corporations Act (OBCA) is generally simpler and less expensive when a business expects to operate primarily within Ontario.Federal incorporation under the Canada Business Corporations Act (CBCA) can provide stronger corporate-name protection and may make expansion into other provinces easier.Mann Law helps entrepreneurs assess whether a corporation, partnership, or sole proprietorship is appropriate based on how and where the business will operate, and can assist with the registration and organizational documentation.

Yes. Even a two-person company can benefit significantly from a properly drafted shareholder agreement.The agreement can establish what happens if a shareholder wants to leave the business, dies, becomes disabled, wishes to sell shares, or disagrees with the other shareholder about the company's direction.Without an agreement, disputes may fall back on the general provisions of Ontario corporate law, which may not reflect what the founders originally intended.Mann Law prepares shareholder and partnership agreements addressing matters such as ownership, decision-making, profit distribution, transfers, and succession.

A business purchase or sale generally involves due diligence, negotiation of the purchase agreement, determining whether the transaction will be structured as an asset sale or share sale, reviewing regulatory and licensing requirements, and preparing the closing documentation.Each structure can create different tax, contractual, and liability consequences.Mann Law assists buyers and sellers through mergers, acquisitions, and business transitions from the initial due diligence stage through closing.

In an asset sale, the buyer acquires selected assets and agreed liabilities of the business.In a share sale, the buyer purchases the shares of the corporation itself, which means the existing company — together with its assets, contracts, liabilities, and corporate history — continues.The appropriate structure depends on considerations such as tax treatment, liability exposure, contracts, employees, and regulatory requirements.Mann Law advises both buyers and sellers on structuring the transaction to reflect their commercial and legal interests.

Business immigration includes legal pathways that allow entrepreneurs, investors, executives, and skilled employees to work in Canada in connection with a business.Depending on the circumstances, this may involve labour market applications, intra-company transfers, entrepreneur or start-up programs, and other employer-supported immigration options.Because eligibility can depend on the ownership, control, operations, and governance of the company, business immigration and corporate structuring often overlap.Mann Law advises on both corporate matters and related immigration planning, including cross-border matters involving Canadian and U.S. business operations.

A commercial lease governs property used for business purposes and generally gives landlords and tenants considerably more freedom to negotiate their terms than is typically available in residential tenancy arrangements.Important provisions may include base rent, additional rent, operating costs, repair obligations, permitted use, insurance requirements, renewal rights, assignment provisions, and termination rights.Mann Law reviews and negotiates commercial leases so the legal terms better reflect the operational needs and risk profile of the tenant or landlord.

Ontario's Arthur Wishart Act requires franchisors to provide prospective franchisees with prescribed disclosure before a franchise agreement is signed.Because franchise agreements can create substantial long-term financial and operational obligations, legal review of the disclosure package and agreement before signing can help a prospective franchisee understand the risks and obligations involved.Mann Law advises franchisors and franchisees on disclosure requirements, franchise agreements, compliance matters, and exit strategies.

An Ontario corporation generally maintains a corporate minute book containing important governance and ownership records, including articles, by-laws, registers of directors and shareholders, resolutions, and other corporate records.Missing or outdated records can create complications during financing, restructuring, due diligence, a business sale, or an audit.Mann Law assists businesses with maintaining and updating corporate records under applicable Ontario, federal, and not-for-profit corporate legislation.