Business Law
In addition, Shahab Nazarinia (Lawyer – Barrister & Solicitor) is a Canadian lawyer and an active member of Law Society of Ontario. Shahab Nazarinia has extensive knowledge of International Business, Real Estate and Immigration Law. In addition to legal license, Shahab Nazarinia is a Certified International Trade Professional and Certified Anti Money Laundering Specialist, making him the perfect candidate to look after your international business law. Currently Shahab Nazarinia is the CEO and Founder of NiaLaw Professional Corporation offering wide range of legal services.
At NiaLaw PC, we are experienced in assisting international organizations establish themselves and do business in Canada. In addition, we have been instrumental in advising Canadian businesses conducting business outside of our borders in a seamless fashion.
Much of our international work is concentrated in cross-border work, both inbound and outbound. We have assisted many foreign businesses and individuals with their business investments in Canada.
We assist clients with commercial negotiations, establishment of Canadian affiliates, international licensing agreements, mergers and acquisitions, public and private debt and equity issues, structured finance transactions, taxation, litigation, commercial real estate acquisitions, financing and development, the establishment of tax-effective business structures, and a wide range of regulatory issues, in Canada and abroad.
We are proud of our involvement in assisting both companies and individuals in developing new, investing in and acquiring existing, Canadian and foreign businesses. We believe that foreign investment benefits both Canadians and the global economy.
Incorporation
The process of incorporation can be done either at the federal or provincial level. Companies which incorporate with the federal government will generally need to register extra-provincially in the province that they elect to do business. Similarly, a provincial corporation may need to register extra-provincially if they are to have offices outside of their home province. Incorporations are effected quite quickly, depending upon the jurisdiction of registration, as several provinces and the federal government have started to allow for electronic filing. Incorporated Canadian companies can generally use either Limited, Incorporated or Corporation in their name, but this may vary from province to province.
Business Name Registration
In some Canadian jurisdictions, such as Ontario, when a businessperson writes a trade name on a contract, invoice, or cheque, he or she must also add the legal name of the business. In addition, if certain business would like to operate under any name other than their personal in Sole Proprietorship, they must register their name. Numbered companies will very often operate as something other than their legal name, which is unrecognizable to the public.
A promissory note, sometimes referred to as a note payable, is a legal instrument(more particularly, a financial instrument and a debt instrument), in which one party (the maker or issuer) promises in writing to pay a determinate sum of money to the other (the payee), either at a fixed or determinable future time or on demand of the payee, under specific terms.
Minute Book
Every corporation in Canada is required to maintain an official record of its activities including records of any annual meetings conducted by the directors and shareholders of the company as well as any change within the corporation such as any change of address, changes in directors, shareholders and/or officers, etc. Such record is normally kept in a book called a “Minute Book”. A Minute Book is typically one of the first documents reviewed when a corporation is seeking to partake in various business transactions, such as selling the company or getting a loan, making it one of the most important books of every corporation.
The following documents are customarily included in a company’s Minute Book:
- Articles of Incorporation;
- By-Laws;
- Resolutions of directors and shareholders and meeting minutes;
- Registers of directors, officers and shareholders;
- Shareholders’ ledger;
- Forms filed;
- Share certificates; and
- Shareholders’ agreement(s) (if any).
Bill of Sale
A bill of sale is a document that transfers ownership of goods from one person to another. It is used in situations where the former owner transfers possession of the goods to a new owner. Bills of sale may be used in a wide variety of transactions: people can sell their goods, exchange them, give them as gifts or mortgage them to get a loan. They can only be used:
- To transfer ownership of goods that people already own;
- To transfer ownership of moveable tangible goods; and
- By individuals and unincorporated businesses.
A demand letter, or letter of demand (of payment), is a letter stating a legal claim (usually drafted by a lawyer) which makes a demand for restitution or performance of some obligation, owing to the recipients’ alleged breach of contract, or for a legal wrong. Although demand letters are not legally required they are frequently used, especially in contract law, tort law, and commercial law cases. For example, if one anticipates a breach, it is advantageous to send a demand letter asserting that the other side appears to be in breach and requesting assurances of performances. Demand letters that are not responded to may constitute admissions by silence. Also, a demand letter will often generate a denial letter stating the basis for rejecting your side’s claim (such as when the incorrect entity is sued), and is sometimes a good indication of what defenses will be raised if a suit is brought later.