1. GENERAL COMMERCIAL DOCUMENTS

• drawing assignments and guarantees
• drawing releases, acknowledgements, authorizations or directions
• preparing statutory declarations or affidavits and attending upon execution
• completing proof of claim in bankruptcy or proposal and proxy including attachment of statement

2. PURCHASE AND SALE OF A BUSINESS - SALE OF ASSETS

Purchase

• reviewing executed agreement of purchase and sale
• requesting statement of creditors under the Bulk Sales Act and tax clearance certificate under the Retail Sales Act
• searching for arrears of business taxes, corporation taxes and other taxes and/or rates constituting statutory liens
• reviewing bill of sale
• preparing any personal property security agreement
• searching under the Bill of Sale Act, Corporation Securities Registration Act, Bankruptcy Act, Personal Property Security Act, Bank Act and any other applicable legislation
• searching for executions
• reviewing statement of adjustments
• attending on closing and completing sale
• making all filings required under any of the above mentioned acts
• confirming insurance coverage
• reporting to client

Sale

• reviewing executed agreement of purchase and sale
• reparing bill of sale
• preparing statement of creditors under the Bulk Sales Act
• obtaining tax clearance certificate under the Retail Sales Act
• preparing statement of adjustments
• preparing insurance releases
• collecting and remitting retail sales tax
• reparing statement as to payment of creditors (if required)
• appointing a trustee (if necessary) and arranging for such appointment
• preparing consents or waivers from creditors of the seller and preparing statement of affairs
• attending and completing closing
• reporting to client

3. PARTNERSHIPS

• attending conferences, advising, obtaining instructions
• drawing, revising and engrossing partnership agreements or dissolution agreements
• completing partnership or business registration

4. CORPORATE

Incorporation of a corporation with share capital:

• obtaining instructions, rendering basic preliminary advice as to the desirability and details of incorporation
• conducting name search required by Regulation
• preparing, arranging for execution and filing of articles of incorporation
• preparation of organizational minutes or resolutions in lieu thereof of the directors and shareholders of the corporation
• preparation of documents required to open one bank account
• preparation of share certificates
• completion of security registers and of registers of directors, officers and transfers
• preparation and filing of the Initial Notice of Directors and Notice of Change
• all necessary attendances and correspondence including reporting to client
• procuring of share certificates
• minute book and and corporate seal and performing all other services incidental to the corporation

Incorporation of a corporation without share capital:

• obtaining instructions, rendering basic preliminary advice as to the desirability and details of incorporation
• conducting name search required by Regulation
• preparing, arranging for execution and filing of application for incorporation
• preparation of organizational minutes of the directors and members of the corporation
• preparation of membership certificates
• completion of registers of members and of registers of directors and officers and officers
• preparation and filing of the Initial Notice of Directors
• all necessary attendances and and correspondence including reporting to client, procuring of membership certificates, minute book and corporate seal

Certificate of Amendment of Articles or Supplementary Letters Patent for a corporation without share capital:

• obtaining instructions and all preliminary advice
• preparing minutes or resolutions in lieu thereof of the directors and shareholders or members of the corporation
• authorizing the amendment including any notices
• proof of service of notices or waivers of notice in respect of any such meetings
• preparation of articles of amendment or preparation of the application for Supplementary Letters Patent
• arranging for execution, filing and obtaining the Certificate of Amendment of Articles or Supplementary Letters Patent

Terminating the corporate existence of a corporation on a voluntary basis:

• obtaining instructions and all basic preliminary advice
• preparation of all requisite material
• arranging for holding all requisite meetings, preparation of minutes of such meetings
• arrangements for publication of all requisite notices and obtaining consents of tax authorities
• all necessary attendances, all correspondence including reporting to client