Related Expertise
- Account collection
- Addition or departure of shareholders
- Bankruptcy and Restructuring
- Buy-Sell Agreement
- Change in the legal form of a company
- Commercial litigation (shareholders, employees or others)
- Company Book
- Consignment Contract
- Contract of partnership
- Convertible debenture
- Corporate reorganization and restructuring
- Corporate resolutions
- Creation of a subsidiary
- Director’s liability
- Drafting of articles of constitution
- Franchising
- Governance and Internal Management
- Implementation of a Tax Memo
- Intellectual Property
- Joint Venture Agreement
- Legal Publicity of Enterprises
- Management Company
- Planning and Tax Litigation
- Preparation and review of commercial leases
- Securities and access to public markets
- Share subscription agreement
- Shareholders Agreement
- Starting a business
- Strategic Partnership
- Taxation and tax litigation
- Term Sheet
- The Letter of Intent of the Offer to Purchase
- Trusts (estate and asset protection)
- Unfair competition, Duty of loyalty
The corporate book is a true logbook of your corporation. It must be created at the time of incorporation and maintained throughout the life of the corporation. Although tedious, bookkeeping is necessary in order to comply with the provisions of the Business Corporations Act1 and the Canada Business Corporations Act2. For this reason, many entrepreneurs do not hesitate to entrust the maintenance of their corporate book to their lawyer.
Divided into several sections, the book will contain all the corporate information of the company. One should generally find there:
– the articles of incorporation (the “Charter”) ;
– the by-laws;
– the shareholders’ agreement, if any;
– stockholder and director resolutions;
– lists of shareholders, directors and officers;
– the securities registers ;
– the register of transfers; and
– share certificates.
The contents of the corporate book will essentially allow those who consult it to trace the history of the corporation. Among other things, the company’s shareholders will be able to verify that the dividends paid and the shares issued have been in accordance with the company’s internal rules of governance. Potential investors and purchasers will be able to verify that the company has complied with all of its corporate obligations throughout its life.
Bernier Fournier’s commercial law team is available to assist you in the process of creating a business and thereby creating the corporate book.
1 Business Corporations Act, RLRQ, c. S-31.1.
2 Canada Business Corporations Act, L.R.C. 1985, c. C-44.