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Business and ongoing corporate counsel

A corporate lawyer in Edmonton is most useful before something goes wrong, not after. Narula Deluca LLP acts as ongoing counsel to Alberta businesses: incorporating and organizing companies, drafting the agreements that govern ownership, keeping corporate records current, reviewing the contracts a company signs, and being available for the ordinary questions that come up between the larger events.

Most of our corporate work is for owner operated and closely held companies, professional corporations and growing private businesses that do not have in house counsel and do not want to build one.

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What ongoing corporate counsel covers

Incorporations and organizations

Choosing and setting up the right structure, incorporating under the Alberta Business Corporations Act or federally, preparing organizing resolutions, issuing shares, appointing directors and officers, and registering trade names and partnerships where those are the better fit.

Shareholder and partnership agreements

Unanimous shareholder agreements, partnership agreements, and the provisions that decide what happens when owners disagree, when one wants out, when someone dies and when a buyer appears. A shareholder agreement lawyer in Alberta earns their fee in the years the agreement is never opened.

Corporate governance and records

Directors resolutions, annual returns, register maintenance and minute book maintenance in Alberta. This is unglamorous work that becomes urgent the moment a lender, a purchaser or the Canada Revenue Agency asks to see the file.

Commercial contracts

Supply, service, distribution, licensing, employment and customer agreements. Reviewed before signature, drafted where you need your own paper, and negotiated where the terms are worth negotiating.

Reorganizations and restructuring

Changing the share structure to reflect how the business has actually evolved: new classes of shares, holding companies, family involvement, admitting a partner, removing one, and corporate reorganizations carried out in step with tax advice.

Everyday advice

The short questions. Can we do this. Should we sign that. What does this clause mean. Does this need a resolution. These are the calls that prevent the larger problems, and they are part of the relationship rather than an interruption to it.

Do I need a lawyer to incorporate in Alberta?

No, you can incorporate through a registry agent or online without a lawyer. What a lawyer adds is the decisions a registry filing does not make for you: which structure to use, how many classes of shares to authorize, who holds them, how future owners will be brought in, and what the agreement between owners will say. Those choices are difficult and costly to unwind later.

The mechanical steps of registration are well documented by the Government of Alberta at alberta.ca. The part worth paying a corporate lawyer for is the thinking that happens before the form is filed. If your company will ever have more than one owner, take on investment, employ family members or be sold, the structure you choose at incorporation is the one you will live with.

What is a unanimous shareholder agreement, and do I need one?

A unanimous shareholder agreement is a written contract among all shareholders of a corporation that governs how the company is run and how ownership can change. It can restrict the powers of directors, control share transfers, set out what happens on death, departure or dispute, and require certain decisions to be approved by particular owners.

If you own a company with anyone else, you need one. The most common and most expensive corporate problem we see is two people who started a business as friends, agreed everything verbally, and then reached a point where they disagreed about something material with nothing in writing to resolve it.

The agreement is written while everyone still agrees. That is what makes it valuable, and it is also why it is so often postponed. Business partner disputes in Alberta are far easier to prevent than to resolve.

What a shareholder agreement typically decides

  • How shares can be sold, and who gets the first opportunity to buy them
  • What happens if an owner dies, becomes incapacitated or wants to leave
  • How the company is valued when shares change hands
  • Which decisions need more than a simple majority
  • Whether owners must work in the business, and what happens if they stop
  • How a deadlock is broken

What is a minute book, and does it matter?

A minute book is the official record of a corporation: its articles, bylaws, share registers, director and shareholder resolutions, and annual filings. Alberta corporations are required to maintain these records, and keeping them current is a legal obligation rather than an administrative preference.

It matters at three moments, and all three arrive without much warning. A lender asks for corporate records before advancing funds. A purchaser’s lawyer asks for them during due diligence. An accountant needs a resolution to support a transaction that has already happened. A company whose records are years out of date will find that a transaction stops while they are rebuilt, usually at the least convenient moment. Corporate records are also the first thing tested when a business heads toward a sale or purchase.

How we work on corporate matters

Corporate work suits an ongoing relationship better than a series of transactions, so that is how we set it up. One lawyer stays responsible for your company, learns how it operates and who is involved, and is available for the short questions as well as the long ones.

Before work begins you receive the scope, the anticipated timing and the fee arrangement in writing. Defined pieces of work such as an incorporation and organization can be quoted as a fixed fee. Open ended work is quoted honestly as open ended, with a clear estimate and an agreement to tell you before it changes.

We keep corporate records in a maintained system rather than a binder that sits on a shelf, which means that when a lender or a purchaser asks, the answer arrives quickly. Where your matter has tax or accounting consequences, and with your authorization, we can coordinate with the advisory teams across HGA Group or work directly with your own accountant.

Common questions

There are two separate costs. Government and registry fees are set externally and are the same regardless of who files. Legal fees cover the advice, the structure decisions, the organizing resolutions and the minute book. Fixed fee quotes are available for a standard incorporation and organization. We confirm the total, including disbursements and GST, in writing before starting.

A corporate lawyer sets up and maintains the legal structure a business operates through. That means incorporating companies, drafting the agreements between owners, keeping corporate records compliant, reviewing and negotiating commercial contracts, restructuring share ownership, and advising on the legal consequences of business decisions before those decisions are made.

Especially if there are only two of you. With two equal owners there is no majority to break a deadlock, so a disagreement over a material decision can stop the business entirely. A shareholder agreement sets out in advance how such a deadlock is resolved, how one of you can exit, and how the shares are valued.

It is fixable, and it is better fixed before someone asks for them. We can review what exists, identify what is missing, prepare the resolutions and filings needed to bring the records current, and set up a maintenance routine so it does not recur. This is far cheaper done calmly than during a transaction.

Yes. Many of our corporate clients use us that way. One lawyer stays responsible for the company, becomes familiar with the business and the people, and is available for both routine questions and larger matters. Arrangements can be structured as needed or on a defined ongoing basis.