5 Legal Needs of Every Small Business

This is a guest post from True North Accounting, a trusted partner of Goodlawyer. With knowledgeable CPAs and bookkeepers in Calgary and Okotoks, True North helps make life easier for small business owners with bookkeeping, accounting and tax advice. Their streamlined process and clear, all-in pricing helps business owners save time and money.
As the owner of a growing small business in Canada, there are a few things you need to take care of on the legal side to protect your business. Too often, small business owners choose to do this themselves, rather than pay a lawyer for sound advice. Learn about the legal needs of every small business in this blog post.
1. Incorporation
It’s so important to get set up right!
We recommend using a lawyer to incorporate and prepare your minute books. Find a lawyer that specializes in businesses like yours and have them prepare and submit your articles of incorporation, which will establish your business as a legal entity.
Our accountants can provide some guidance on the share structure and tax strategies as you incorporate. The lawyer will give you advice on protecting your assets, and preparing your corporate bylaws to fit your type of business.
2. Minute books
What are minute books? They’re all the corporate documents for your business: bylaws, director resolutions, shareholder resolutions, share certificates, share registers and director/officers registers. Your minute books can be digital or stored in a paper binder.
Why do you need them? Well, they’re required by law for every corporation. We see so many small business owners go to the registry and get their articles of incorporation, but forget to do the minute books. Here are more reasons every corporation needs a minute book:
- If you own the corporation with someone else, the minute books will contain the legal documents with all the rights and ownership of each of the shareholders.
- The minute book is often the first thing the bank will want to review if your corporation is applying for a loan. They need to verify that the corporation is authorized to borrow.
- If you ever plan to sell your business, potential buyers will need to review the minute book.
- If Canada Revenue Agency audits your corporation, they may want to verify that the legal documents match up with what the corporation has reported on its tax returns.
3. Unanimous shareholder agreements
When there are two or more arms-length parties as shareholders, the minute books and articles of incorporation will not be enough to guide how the corporation will be governed.
Enter the Unanimous Shareholder Agreement (or "USA"), a document that outlines shareholder rights, meeting cadence, buy-in and buy-out clauses, valuation, dispute resolution, decision-making rules, and profit distributions.
This includes all the what-if scenarios (death, divorce or disability) and determines how the shareholders will handle each of these scenarios. Get in touch with a lawyer if you think your business needs the USA.
4. Filing your annual return at the registries
To maintain the good standing of your corporation, you’ll need to file a corporate annual return with Alberta Registries. (This is different than your annual corporate tax return.) This is like registering your car every year. You show up and pay a fee (~$85), and have the option to update the address, and directors' info.
If you fail to file your corporate annual return for two and a half years, the province will assume you're no longer a going concern and will dissolve your corporation.
Your lawyer will take care of this if you pay them to maintain your minute books.
5. Dissolving your corporation
Before a corporation can dissolve, it can no longer own any assets or liabilities. Your lawyer and accountant will help walk you through the process of going out of business. Once the decision is made to dissolve, and property and liabilities have been disbursed and settled, you can have your lawyer prepare the articles of dissolution. This is sent to the government as an application for a certificate of dissolution.
A small business needs to be dissolved properly, and the CRA accounts must be closed on or prior to the dissolution date. Then final tax and GST returns need to be filed for the last year, up to the date of dissolution. A final dividend may need to be issued to the shareholders for any cash or assets disbursed to them.
If the shareholders have losses, they may be able to claim them on their personal tax returns. If the corporation has CRA debt at the time of dissolution, that debt will be transferred to the shareholders.
If you need help finding a good lawyer for your small business legal needs, give us a shout!