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What happens in an asset purchase transaction? As discussed in other posts, there are differences between purchasing assets of a business or shares of a company. This post will give a very brief overview of the process and steps involved when purchasing assets of a business. Step 1 – Purchase Agreement When clients engage me
How to Purchase a Business? Assets or Shares The Difference between purchasing Assets and Shares: When referring to ‘buying a business’ (buying an existing business that is, i.e., an ongoing or operating business from someone), entrepreneurs are typically referring to one of two scenarios (whether they realize it or not). The first is to purchase the
How a Shareholders Agreement can keep an Infant small business alive – By Garnet Brooks, Halifax Business Lawyer Most Entrepreneurs have heard their lawyer and advisers discussing how shareholders agreements are useful for managing contingencies over the long term in situations where there is an incorporated business with more than one shareholder. However, these important agreements can
Loan Security: How a common practice by lenders could inadvertently void a guarantee By Garnet Brooks, Business Lawyer According to the Ontario Superior Court of Justice in the June 2012 case of Royal Bank v Samson Management & Solutions Ltd., 2012 ONSC 3612 [Samson], a lender can lose its guarantee security when making subsequent advances to a
By: Garnet E. Brooks, Halifax Business Lawyer, Halifax Corporate Lawyer This article is part of a series of short, informative articles designed to assist entrepreneurs and business people to become aware of how a business lawyer can help them understand business legal issues. Should I incorporate or not? One of the first decisions an entrepreneur
– By Garnet Brooks, Business Lawyer It’s quite common, unfortunately, for new small business entrepreneurs to make the decision not to get a shareholders agreement when starting out. Common reasons given include that they want to make sure things go well, and make some money before investing in a shareholders’ agreement, they are in business
By Garnet Brooks, Business Lawyer In a previous article on sole proprietorship, I described that there are consequences to operating a business under an unregistered business name. An example of this is illustrated in a Nova Scotia Small Claims Court decision by Adjudicator Eric Slone in Cole v. Mark Lively Welding Ltd., 2012 NSSM 23.
Legal Mistakes Entrepreneurs Make – Get it in Writing! “This case is yet another example of the all too frequent situation where parties in on-going commercial relationships fail to set out clearly the incidents of that relationship once it became apparent that the commercial relationship would become long-term rather than short-term in nature.” The above
The Business Corporation: Limited liability and the corporate entity by: Garnet Brooks What is a Corporation? Entrepreneurship involves risk. One of the most common ways entrepreneurs limit their risk is through the operation of a corporate entity, known as a corporation, or company. A corporation or company is a creation of law. The federal legislation
Limited Liability Partnerships (“LLP”) A limited liability partnership (“LLP”) is very similar to a general partnership. The biggest difference is that “innocent” partners have some protection from the unknown negligence or misconduct of other partners. Limited liability partnerships are governed by the Partnership Act, in Nova Scotia. As in a general partnership, all partners in
The Limited Partnership (“LP”) Introduction: Previous articles discussed characteristics of sole proprietorship and general partnership. This article will discuss the limited partnership business structure. Limited partnerships can carry on any business that a general partnership may, and offers limited liability to some partners, known as the “limited partners”. For this reason, this business structure is
Partnerships – The General Partnership Entrepreneurs often get involved in business projects together, or in ‘partnership’ with one or more other entrepreneurs or investors. There are various types of partnership structures. Three common partnership structures include general partnerships, limited partnerships, and limited liability partnerships (LLP). These blog posts will provide a brief overview of the general characteristics of
Section 85 Rollover: What is it? In the Sole Proprietorship article, a Section 85 Rollover (s. 85 rollover) was mentioned. In brief, this refers to section 85 of the Income Tax Act (Canada) , through which you may be able to transfer the unincorporated business to an incorporated company on a tax deferred basis. To add
The Sole Proprietorship Sole Proprietorships in Nova Scotia by Garnet Brooks, Business lawyer One of the decisions a new small business entrepreneur faces is how to structure their business. This series will be a brief look at some of the most common ways new small businesses are structured. A sole proprietorship is a business that
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