Practice areas/Corporate Structure, Dissolution and Ongoing Counsel

Corporate Structure, Dissolution and Ongoing Counsel

Setting up, running or closing a company or partnership demands clean corporate order: choosing the incorporation form, valid decision-making, preparing minutes, updating registries, filings with the Companies Registrar or the Partnerships Registrar, and regulating the rights of shareholders or partners.
Errors or gaps in the corporate record can cause problems on share transfers, share allocations, investor onboarding, restructurings, financing, sale of operations or dissolution of an inactive company. In some cases, these defects can also expose shareholders, directors and officers to risks that could have been prevented up front.

The firm advises companies, partnerships, entrepreneurs and business owners on ongoing corporate matters, including company and partnership formation, voluntary dissolution of inactive companies, share transfers, share allocations, updating articles, preparing resolutions and minutes, remedying defects and handling filings with the Companies Registrar and Partnerships Registrar.

Scope of work

Company and partnership formation: Choosing the incorporation form suited to the business activity, including private limited companies, single-shareholder companies, general partnerships, limited partnerships, holding companies or bespoke corporate structures. Includes registering the entity, drafting the foundational documents, articles or partnership agreement, setting up the initial shareholders or partners, signing rights and readiness for ongoing operations.
Voluntary dissolution and closing operations: Handling voluntary dissolution of inactive companies, including the expedited voluntary dissolution track where the company qualifies. Includes dissolution documents, shareholder and board resolutions, affidavits and filings with the Companies Registrar, and requests for fee waivers or reductions in the relevant cases. Focus on an orderly wind-down and reducing exposure for shareholders and directors.
Share transfers, share allocations and capital actions: Handling capital actions and changes in ownership, including share transfers, share allocations, changes in shareholder composition, share splits or consolidations, changes in share classes, updating articles, investor onboarding, setting up holding companies, transferring operations between companies and preparing the documents required to execute the action.
Trademark registration and brand protection: Assisting with initial trademark eligibility checks, filing applications and following through with the Trademarks Registrar. Suitable for businesses, entrepreneurs and companies seeking to protect a trade name, logo, brand, product or service line. Includes examining the mark, classifying the fields of activity, handling the filing and responding to office actions in the relevant cases.
Filings with the Companies and Partnerships Registrars: Preparing and filing ongoing updates, including address changes, name changes, director appointments and replacements, shareholder updates, signing-rights updates, partnership updates, missing document remediation and managing the corporate documents required for proper interaction with the authorities.
Resolutions, minutes and corporate governance: Preparing board resolutions, shareholder resolutions, minutes, action approvals and corporate documents required for valid decision-making. Includes signing rights, management authority, resolutions requiring special approval, documenting material actions and reducing the risk of disputes around authority, control or the validity of actions taken on the company's behalf.
Non-compliant companies and defect remediation: Advising companies in default with the Companies Registrar - unpaid fees, missed annual filings, or gaps in the corporate record. Includes reviewing the company's status, completing filings, updating details, handling the Companies Registrar and restoring the company to proper corporate standing where possible.

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