What's Involved in Selling My Dental Practice?

by: Peter Cusimano
Lawyer - Barrister & Solicitor

Selling your dental practice will involve numerous steps to be properly completed. In order to ensure a smooth transition and to avoid any delays or unexpected problems, it is advisable to engage the services of a lawyer to assist with the legal aspects of the sale of your dental practice.

Some of the legal steps involved will include:

1. co-ordination with the lawyer for the purchaser
2. if you have a dentistry professional corporation, ensuring the corporation's minute book and records are up to date
3. reviewing and assisting in the preparation of a proposed Letter of Intent
4. reviewing and assisting in the preparation and finalization of the Agreement of Purchase and Sale
5. preparation certain documents that will be required to be given to the purchaser on the completion of the sale
6. dealing with certain issues such as Associate Dentists and staff
7. addressing any issues such as the removal/discharge of any liens that have been registered by equipment financing companies, banks, or other third party lenders
8. obtaining an assignment/transfer of the lease for the premises where the practice is located
9. ensuring the purchaser files any documents that are required to be filed after the completion of the transaction (such as updating of corporation's official records filed with the government if required, or changing the name of a dentistry professional corporation if required)
10. dealing with any matters that are to be dealt with after the completion date

In addition, your lawyer will also need to be in contact with various parties including:

1. the lawyer for the purchaser
2. the dental practice broker
3. your banker
4. your accountant
5. your landlord
6. your insurance broker
7. other third parties as required

In my law practice, I deal with dentists on a regular basis. If you are contemplating selling your dental practice, please feel free to contact me to discuss your dental practice.

I am Moving My Business. Do I need to update my Corporation's Offical Records?

by Peter Cusimano
Lawyer - Barrister & Solicitor

When a corporation is initially set up, the address of the "registered office" is listed on the Articles of Incorporation for the corporation.

When you relocate your office, you will be required to update the official government records to show the new address. In order to change the address, you will need to file a special form with the Ontario government that allows you change the registration of the main address of the corporation.

In addition, you will also need to notify other parties of the change of address including:

1. Canada Revenue Agency
2. your bank
3. your suppliers
4. your customers

If you require assistance in completing or filing the special form with the Ontario government, please contact me and my office will be able to assist you.

What Is Included in a Corporation's "Minute Book"?

by Peter Cusimano
Lawyer - Barrister & Solicitor

A corporation in Ontario is required by law to maintain an official record of certain matters. This record is usually referred to as a "Minute Book" which is essentially a binder that contains the records (or "minutes") of certain items. The minute book is usually divided into various sections as follows:

1. Articles of Incorporation
2. By-Laws of the corporation
3. Minutes of Meetings and Resolutions of the Directors and Officers 
4. Notices and Registrations filed with the government
5. Directors' Register
6. Officer's Register
7. Shareholders' Register
8. Share Transfer Register
9. Shareholders' Ledgers
10. Shareholders' Agreement (if any)
11. Share Certificates (originals or copies)

The minute book is set up when the corporation is first created. On an annual basis, the corporation is required to hold an "annual meeting". The minutes of the annual meeting are recorded in the minute book. In addition, decisions (or "resolutions") passed by the directors are also recorded in the minute book from time to time.

If you have created a corporation, but you have not yet created the "minute book", my office can assist you in preparing all the necessary documents. In addition, if you have a minute book, but it has not been updated in a number of years, my office can also help you bring the minute book up to date.

In my legal practice I deal with the minute books of companies on a daily basis. If you would like me to assist with your corporation's minute book, please contact me.

Annual Renewal of the Certificate of Authorization issued by the College of Physicians and Surgeons of Ontario (CPSO) for Medicine Professional Corporations in Ontario

by Peter Cusimano
Lawyer - Barrister & Solicitor

If you are doctor in Ontario who operates under a medicine professional corporation, you must renew your Certificate of Authorization every year with the College of Physicians and Surgeons of Ontario (CPSO) in order to maintain the Certificate of Authorization.

The renewal process requires the following steps be completed:

1. completion of the application form for annual renewal (Form 3 from the CPSO)
2. completion of the Statutory Declaration (Form 4). This must be signed in front of a lawyer or notary public
3. obtaining a Certificate of Status for your corporation from the Ontario government
4. payment of the renewal fee to the CPSO (usually by way of cheque from the corporation)

It is recommended that your consult with a lawyer to help you complete the steps (especially step 2), to obtain the Certificate of Status, and to ensure the documents are properly completed.

I deal with many doctors on a regular basis as my clients, helping them with the legal aspects of their medical practice. If you are in the greater Toronto area, as part of my service I will attend at your office if it is more convenient for you in order to complete the renewal steps.

To get started, contact me.

What's Involved in Choosing a Name for a Corporation in Ontario?

by Peter Cusimano
Lawyer - Barrister & Solicitor

Incorporating a business in Ontario requires a few steps to get going including choosing a name for the corporation. Although you may have already picked out your desired name, the process is not so simple because you may not be able to use your desired name.

A corporation can be a "named" corporation, or a "numbered" corporation. For example, let's say you are starting a new web design company. The name will usually consist of three parts as follows:

• Distinctive Element (e.g.: Peter's)
• Descriptive Element (e.g.: Web Design)
• Legal Element (e.g.: Incorporated, Corporation, Limited, or Inc., Corp., Ltd.)

As such, using the above example, my company name may be "Peter's Web Design Ltd.".

However, simply because you choose a name, it does not mean that it is available for you. A name cannot be used if it is already in use by another business or if it is confusingly similar to an already existing business or a registered trade-mark.

In order to determine the availability of a name, a search must be conducted called a NUANS Name Search. However, if a name is not already taken, it does not mean that you can automatically use it. Also, you cannot simply change the spelling to get around an already existing name. A name cannot be "confusingly similar" to another name or trade-mark that is in use. It is important to look at how the proposed name sounds, not how it is spelled. As such, you would not be permitted to start a company called "Apul Komputer Inc" as it is confusingly similar to the name "Apple Computer Inc". One must carefully analyze and assess the NUANS Name Search report.

A corporation can also have a number as it's name. The Ontario government will assign a number, e.g.: 123456 Ontario Ltd.

If you are considering incorporating a corporation in Ontario, please contact me.

How Should Letters, Emails, Contracts, etc, from My Company be Signed?

by Peter Cusimano
Lawyer - Barrister & Solicitor

It is important that all documents that originate from your company be properly signed. Often times people do not pay attention to this minor detail which can have severe consequences.

The proper way to sign all documents that originate from your company is to include the full legal name of the corporation and then sign on behalf of the company.

For example, if your company's name is ABC Computer Inc., and you are Joe Smith, President, then the proper way to sign all documents is as follows:

ABC COMPUTER INC.

          John-Smith-signature 

per: John Smith
       President

The above format signifies that the document is from the corporation and not the individual.
In addition, "per:" refers to "on behalf of". Essentially, John Smith is signing on behalf of the corporation, and not in an individual capacity. The title "President" signifies the title or authority of the person signing the document in their capacity as an authorized signing officer of the company.

You should use the above format for all documents where a signature is required including:

• letters
• emails
• invoices
• cheques
• contracts / agreements
• price quotes / estimates / purchase orders

If you want to discuss other ways to protect your company, please contact me.

What is a Shareholders' Agreement?

by Peter Cusimano
Lawyer - Barrister & Solicitor

In a small/medium sized business, usually the people who run the business (the directors) are also the owners of the business (the shareholders). As such, the co-operation of all the shareholders is crucial to ensure the success of the business. If there is disagreement between any of the shareholders that cannot be resolved amicably, the business may grind to a halt, unless the parties have a written agreement in place to deal with such issues.

Although the responsibility of making decisions for a corporation normally is with the directors of the corporation, the shareholders may wish that certain decision making powers be removed from the discretion of the directors and be given to all of the shareholders. In order to accomplish this, all of the shareholders and the corporation may enter into an agreement with each called a Shareholders' Agreement.

A Shareholders' Agreement will address certain issues to ensure the smooth operation of the corporation continues. Some of the issues covered in a Shareholders' Agreement may include the following:

1. Restrictions or controls regarding the operation of the business and other matters of the corporation
2. Control of the corporation; election of directors
3. Signing authority
4. Decision making procedures; where shareholder approval required
5. Financing and additional capital contributions to the corporation
6. Issuance of new shares
7. Ownership of shares
8. Transfer of shares: procedure, right of first refusal, conditional on signing agreement
9. Retirement, divorce, bankruptcy, incompetency, or death of a shareholder
10. Insurance
11. Non-competition
12. Confidentiality
13. Non-solicitation
14. Dispute resolution between shareholders (arbitration and "shot-gun" clauses)

Every Shareholders' Agreement will need to be carefully written to deal with the specifics of the business.

Although the law does not require that a corporation have a Shareholders' Agreement, I recommend that you consider having a Shareholders' Agreement put into place to avoid problems when disagreements arise.

If you want to consider having a Sharheolders' Agreement for your corporation, please contact me.