The practice
It is the architecture of your business: it determines who decides, who owns, who is protected and who benefits from growth. A poorly designed structure becomes expensive the day you sell, take on partners or need to defend yourself.
We work with business owners and entrepreneurs on every corporate and commercial dimension of their company, with one constant reflex: every document must serve your business strategy.
Our services
Before price comes up, three questions arise: what exactly is being sold, shares or assets, and in what order to proceed. This page is the starting point, and it points you to buying, selling or a structured transaction depending on your situation.
Launching a business in Quebec is a sequence of decisions taken in the right order: federal or provincial regime, a name that complies with the Charter of the French language, a minute book built from day one, GST and QST registration, and a shareholder agreement where there is more than one founder.
The record the law requires and the buyer asks for first. Building the book at incorporation, keeping it current year after year, or reconstructing it retroactively after years of neglect. It is the document that most often stops a transaction.
A change of address or name, a director arriving or leaving, an amendment to the share capital, an issuance of shares, the annual declaration to the enterprise registrar. The routine steps in a company’s life, filed on time and recorded in the minute book.
Physician, dentist, accountant, engineer or another member of a professional order: a professional corporation follows its own rules, set by each order’s regulation. Prior authorization, restrictions on share ownership, insurance, and professional liability that stays personal.
Incorporating a company is easy. Structuring it intelligently is not. Federal or provincial incorporation, share classes, holding company, estate freeze, reorganization: we design the structure that matches your objectives, working hand in hand with your accountants and tax advisors.
The shareholder agreement is the most important contract you will ever sign. Buy-sell clauses, rights of first refusal, deadlock mechanisms, death or disability of a shareholder: we draft agreements that anticipate conflicts before they arise.
Your contracts are your working tools. Service agreements, supply arrangements, partnerships, confidentiality, terms and conditions: we draft, review and negotiate the agreements that govern your business relationships, with a dual objective: protecting your interests and closing the deal.
Recurring legal needs, but not enough to justify an in-house lawyer? Our outside general counsel service gives you ongoing access to a lawyer who knows your business, your contracts and your challenges. The responsiveness of an in-house legal department, at a fraction of the cost.
Buying or selling a business is one of the most important transactions in the life of a business. Letter of intent, due diligence, negotiation of representations and warranties, purchase agreements, closing: we manage the legal side from the first exchange to the signature.
Growing your network or joining a franchise network? We advise franchisors and franchisees: franchise agreements, distribution and licensing arrangements, and the legal framework for commercial relationships and territories.
A commercial lease often commits a business for years. Negotiating and reviewing commercial leases, buying and selling commercial properties, co-ownership agreements: we secure your real estate commitments.
Frequently asked questions
Before signing, not after. The three moments that cost the most when missed are bringing in a partner, signing a structuring contract and selling the business. An hour of discussion upfront often saves months of litigation.
We advise private companies, from the growing startup to the established group. The test is not size but stakes: a decision that commits the structure, the share capital or an important business relationship.
Case by case, according to the nature and scale of the mandate. Only the strategic consultation is offered at a posted price. Standardized steps whose real cost is predictable are handled at a posted fixed price.
Always. An ownership structure, an estate freeze or a sale of a business is designed by three people: the lawyer, the accountant and the tax specialist. We are glad to coordinate with your existing advisors.
One conversation is often enough to spot the gaps and the opportunities. Tell us where things stand, and we will tell you what we see and what we would do in your place.
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Three readings that extend this subject, if you would rather read up before speaking with us.
