As a business owner in Canada, there are a few key legal things to take care of to protect your small business (and yourself). We get it — sometimes it’s tempting to handle things yourself instead of paying for legal advice. But trust us, getting expert help can make all the difference in the long run!
Here’s a breakdown of what you’ll need to cover on the legal side of your business.
Incorporation
When you’re ready to incorporate, we recommend working with a lawyer. They’ll help set up your minute books and handle the legal paperwork to establish your business officially. It's really important to get things set up properly right from the start!
Find a lawyer who works with businesses like yours — they’ll know the ins and outs of your industry and help you file the necessary paperwork. Our Chartered Professional Accountants can guide you on the best share structure and tax strategies. At the same time, your lawyer will ensure your assets are protected, and corporate bylaws fit your business.
Minute books
So, what exactly are minute books? They’re essentially a collection of all the important corporate documents for your business — things like bylaws, shareholder resolutions, director resolutions and share certificates. Think of them as your business’s legal binder (or digital file, as many are nowadays).
Here’s why you need them:
- They’re required by law for every corporation.
- If you have business partners, they outline everyone’s rights and ownership.
- Banks often ask to review them when your corporation applies for a loan.
- Potential buyers will want to see the minute book if you ever plan to sell your business.
- In case of an audit, the Canada Revenue Agency will check that your corporate records line up with your tax returns.
Many small business owners skip this step after getting their articles of incorporation, but it’s crucial!
Unanimous shareholder agreements (USA)
If you have business partners, you’ll want to go beyond the basics. A unanimous shareholder agreement (USA) is a document that outlines how your business will be run. It covers shareholder rights, meeting cadence, buy-in and buy-out clauses, valuation, dispute resolution, decision-making rules and profit distributions.
This agreement is especially important if you have two or more shareholders who aren't closely related. It’s worth having a lawyer help you draft one that covers all the “what-ifs.”
Employment law
If you have (or plan to have) employees, staying on top of employment laws is crucial. This includes everything from proper payroll practices to following workplace safety regulations. Knowing the ins and outs of your legal obligations as an employer can help you avoid fines or disputes later. If you’re unsure about the rules, contacting an employment lawyer can save you a lot of trouble.
Filing your annual return
To keep your corporation in good standing, you’ll need to file a corporate annual return with Alberta Registries (and no, this is not the same as your corporate tax return). Think of it like renewing your car registration — just a quick fee (~$90) and you’re good to go! You have the option to update the address and directors' info.
If you don’t file for two and a half years, the province will assume your business is inactive and dissolve it. If you’re already paying a lawyer to maintain your minute books, they’ll usually handle this for you for an extra fee ($300 to $400 a year).
Intellectual property
Do you have a unique product, brand, or service? Make sure you’re protecting it! Intellectual property (IP) laws can help safeguard your business’s trademarks, patents, and copyrights. A lawyer can walk you through the process of protecting your ideas and branding so you’re covered if someone tries to copy your hard work.
Privacy and data protection
With so much business happening online, protecting customer and employee data is more important than ever. In Canada, companies must follow PIPEDA (Personal Information Protection and Electronic Documents Act), which outlines how you should collect, store and protect personal information. Whether it’s customer details or employee records, ensure your business has a solid data protection policy.
Business licenses and permits
You might need specific business licenses or permits to operate legally, depending on your industry. Whether you’re running a café, an online store or a consulting firm, check with your local government to ensure you’ve got the proper approvals to avoid fines or shutdowns. It’s a good idea to ask your lawyer about any licenses or permits you may not have considered.
Tax filings and compliance
In addition to your corporate tax filings, don’t forget about ongoing obligations like GST/HST and payroll tax compliance if you have employees. Missing these filings or deadlines can lead to fines, so it’s worth keeping them on your radar. Your accountant can help you stay on top of this, and a lawyer can step in if any legal tax issues pop up.
Dissolving your corporation
If you ever decide to close your business, going through the proper steps is important. Your lawyer and accountant will help you wrap things up. Before dissolving, your business can’t have any assets or debts, so everything must be settled first.
Once you’re ready, your lawyer will file articles of dissolution with the government to officially close your business. CRA accounts will also need to be closed, and you’ll have to file your final tax and GST returns. A final dividend may need to be issued to the shareholders for any cash or assets disbursed to them. If the corporation has any CRA debt, it is transferred to the shareholders.
If you’re thinking of dissolving your corporation or need help finding a great lawyer to guide you, just give us a shout!
Looking for more small business advice? We’ve got you covered! Check out our other Small Business Basics topics to help you navigate the world of entrepreneurship with confidence.
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