Solutions

BC Company Law

British Columbia (BC) is one of Canada’s most business-friendly provinces. It offers a strong legal framework, powerful infrastructure, and geographical accessibility to North American and Pacific markets. Its diverse economy and geological location provide a stable business environment for entrepreneurs, investors, and businesses planning to expand or expand.

At Atasoy Law Firm, we provide legal services to individuals and/or businesses seeking incorporation, expansion, growth, or restructuring of their business in BC. Whether you are launching a startup, establishing a professional practice, or expanding your existing business in BC, our firm provides tailored legal assistance and guidance under the province’s regulations.

Business Formation and Incorporation in British Columbia

Incorporating a business in BC requires various procedures according to the Business Corporation Act (BCA). We provide legal assistance with the business formation process, including but not limited to;

Name search and reservation with the British Columbia Registrar of Companies
Drafting and executing the Incorporation Agreement
Filing the incorporation application and following up on the application
Preparing Articles of Incorporation
Organizing the initial meetings about appointing directors, discussing and issuing shares, and adopting and forming bylaws
Establishing the required departments, like the registered and records office.

In addition to incorporating under the BCA, businesses also have the option to incorporate federally under the Canada Business Corporations Act (CBCA). Our firm provides legal assistance with both provincial and federal incorporation processes.

Choosing the Right Structure for Your Business

British Columbia offers different forms of corporations. Choosing the right form of the corporation is one of the most important steps of business formation, as it will determine the major decisions and outcomes like liability protection, taxation, and operational structure. Our firm will be assisting you and your business in finding the optimal corporate form. Depending on your business structure and liability protection, in British Columbia, there are;

Private Companies: typically used for individually owned businesses like startups or family-run businesses.
Public Companies: typically used for larger businesses willing to access public investors but subject to securities regulations.
Professional Corporations: for professionals like lawyers, doctors, accountants, and other regulated professionals offering potential tax advantages.
Community Contribution Companies (CCCs): for businesses aiming to pursue a social mission meanwhile operating as for-profit businesses where it has specific regulatory reporting and profit distribution rules.
Benefit Companies: for businesses to operate in a socially responsible manner while promoting one or more public benefits.
Unlimited Liability Companies (ULCs): usually for U.S.-based companies for cross-border tax advantages.

Corporate Compliance and Governance

Corporate governance and compliance with the related regulatory rules are essential to your company’s stability, reputation, and success. We offer legal guidance and tools to support your company’s compliance with BC Law, including but not limited to;

Drafting and executing bylaws and governance policies for your company
Advising and providing information to directors and officers about legal obligations
Conducting board and shareholder meetings
Providing assistance and tools for proper record keeping and a filing system
Pointing out conflict of interest situations and probable liability issues
Training and advising boards on their fiduciary duties

Shareholder Agreements and Dispute Resolutions

In BC, shareholder agreements are essential to avoid any misunderstandings, protecting investments and investors’ rights, safeguard minority shareholder`s rights, and efficient decision-making processes. It is important to note that while no two agreements are alike, they generally regulate core governance, decision making process, and exit mechanisms depending on the unique needs of the business and its shareholders. Our firm assists with, but is not limited to, the following;

Restrictions on share transfers: Clarity on provisions will prevent unwanted third parties to become shareholders. There are mechanisms such as rights of first refusal, tag-along/drag-along rights which ensure the remaining shareholders have the control over who can join to the ownership.
Buyout and/or exit procedures: Agreements usually set out when and how shareholders can sell their shares. This may be defined by buyout triggers like retirement, death or incapacity or some valuation methods like book value or fair market value.
Procedural framework for decision-making: It is important to avoid uncertainties regarding voting thresholds for major corporate decisions, procedural decisions about appointing or removing directors and critical matters like asset purchase-sales or mergers and acquisitions. Clear provisions regarding procedural framework for decision making is crucial both operationally and structurally.
Financial planning (i.e. dividend distribution) policies: The agreement can establish policies regarding dividend distribution, investments or reinvestment for growth. This is helpful to align businesses` long term and short term business goals.
Dispute resolution mechanisms: To minimize the litigation costs, agreements usually include dispute resolution clauses such as arbitration clauses, mediation, or settlement before court proceedings.
Deadlock resolution: Deadlock resolution clauses establish mechanisms to resolve disputes between shareholders, particularly in relation to fundamental decisions.

It is critical to be clear with these provisions, with regards to your company’s needs and shareholder involvement. A well-drafted shareholder agreement allows not only legal protection but also a clean governance policy.

Business Evolving and Restructuring

Businesses are evolving legal entities over time for various reasons, like changes in the business’s needs or legal regulations. Because of these reasons, businesses need to restructure themselves to adapt to these changes. Our firm offers assistance to companies at an evolving stage with minimal distribution, such as;

Drafting and enforcing provincial and/or amalgamations
Restructuring the shares or creating a new class of shares according to the needs
Updating the Articles of Incorporation
Reorganization for taxation, financial, or other reasons

Our firm offers ongoing legal guidance to help your company to remain compliant with constantly changing laws and regulations, and address potential disputes before they arise.

Please feel free to contact us at mail@atasoylaw.ca if you have any other questions regarding your business needs in British Columbia.

Disclaimer:

The content of this blog post is provided for informational purposes only and does not constitute legal advice. It is not intended to, and does not, establish a solicitor–client relationship. Matters of business law, including but not limited to business formation, corporate governance and shareholder agreements, are inherently complex and fact-dependent. The appropriate legal analysis and outcome will vary according to the particular circumstances of each matter.