tag:blogger.com,1999:blog-88470982427733316032024-02-08T10:02:37.387-05:00Law Office of Peter CusimanoBusiness Lawyer - Barrister & Solicitor - Toronto, OntarioUnknownnoreply@blogger.comBlogger15125tag:blogger.com,1999:blog-8847098242773331603.post-17701563120359585522011-03-03T20:19:00.003-05:002011-03-03T20:20:07.892-05:00Legal Help with "Riders" When Hiring a Musician / Actor / Speaker / Performer for your Event, Party, Club, Festival, Threatre or Performanceby: <strong>Peter Cusimano</strong><br />
Business Lawyer - Barrister & Solicitor<br />
<br />
Companies, organizations, clubs, music halls, music festivals, stage theatres need to hire performers (such as musicians, actors, speakers, dancers, and anyone else engaged in a performance ) to perform at their event or venue.<br />
<br />
The two parties will enter into a detailed written agreement hiring the performer. The agreement will describe in writing the obligations of the performer and the organizer of the event such as performance date, performance specifics, payment terms, etc. The agreement will also have a section referred to as the "rider".<br />
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Usually in the rider will be found a list of certain items be provided to the performer in their dressing room or on stage or certain actions be taken by the event organizer for the benefit of the performer. <br />
<br />
Although almost anything can be found in a rider depending on the personal desires of the performer, typical items usually found in the "rider"portion of the performance agreement deal with matters such as:<br />
<ul><li>catering of certain food or beverages be provided in the dressing room pre- and post-performance including the type, quantity, timing, along with any special preparation requirements</li>
<li>dressing room arrangements including furniture, lighting, temperature</li>
<li>provision for overnight accommodations such as hotel room</li>
<li>vehicle transportation from hotel to venue for performer</li>
<li>transportation of equipment</li>
<li>security specifically for the performer</li>
<li>certain types of equipment or musical instruments on stage</li>
<li>table beside the stage to sell promotional items before or after the performance</li>
</ul>If your organization is negotiating to hire a performer or if you have been presented with an agreement containing a "rider" from a performer's agent, please contact my office before you sign the agreement. Often times the agreement will need to be revised and other provisions included to deal with the specifics of your event and in order protect the legal interests of your organization.<br />
<br />
I have experience in reviewing and revising performance agreements including "riders" and I understand the legal provisions that should be included in a "rider" from the perspective of a the party hiring the performer. I will meet with you and review the proposed agreement and provide you with legal advice to ensure the agreement is properly prepared.<br />
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To get started, please <u><a href="http://www.cusimano.com/lawyer/contact.htm">contact me</a></u> today.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-8847098242773331603.post-74595747263240752802011-03-03T19:57:00.003-05:002011-03-03T20:00:18.601-05:00Performance Agreements and Riders for Speakers, Musicians, Actorsby: <strong>Peter Cusimano</strong><br />
Business Lawyer - Barrister & Solicitor<br />
<br />
If you are a musician, actor, speaker, dancer, or someone engaged in a performance, it is important that you have a performance agreement available to provide to anyone who wants to hire you such as companies, organizations, clubs, music halls, music festivals, and stage theatres to perform at their event or venue.<br />
<br />
You should enter into a detailed written performance agreement with the party that wants to hire you. The agreement will describe in writing the obligations of the performer and the organizer of the event such as performance date, performance specifics, payment terms, etc. The agreement will also have a section referred to as the "rider".<br />
<br />
Usually in the rider will be found a list of certain items you wish to be provided to you in your dressing room or on stage or certain actions be taken by the event organizer for your benefit.<br />
<br />
Although almost anything can be found in a rider depending on your personal desires and requirements, typical items usually found in the "rider"portion of the performance agreement deal with matters such as:<br />
<ul><li>catering of certain food or beverages be provided in the dressing room pre- and post-performance including the type, quantity, timing, along with any special preparation requirements</li>
<li>dressing room arrangements including furniture, lighting, temperature</li>
<li>provision for overnight accommodations such as hotel room</li>
<li>vehicle transportation from hotel to venue for performer</li>
<li>transportation of equipment</li>
<li>security specifically for the performer</li>
<li>certain types of equipment or musical instruments on stage</li>
<li>table beside the stage to sell promotional items before or after the performance</li>
</ul>If you are a performer and require your existing performance agreement reviewed and updated, or if you require a new performance agreement including a "rider", please contact my office. I will meet with you and prepare an agreement that fits your needs.<br />
<br />
I have experience in the preparation of performance agreements including "riders" and I understand the legal provisions that should be included in a "rider" from the perspective of the performer. I will meet with you to discuss your needs and provide you with legal advice to ensure you have a performance agreement that has been properly prepared by a lawyer.<br />
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To get started, please <u><a href="http://www.cusimano.com/lawyer/contact.htm">contact me</a></u> today.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-8847098242773331603.post-90442739177917638372011-03-02T18:57:00.001-05:002011-03-02T19:16:45.243-05:00Legal Help in Buying A Restaurantby: <strong>Peter Cusimano</strong><br />
Business Lawyer - Barrister & Solicitor<br />
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If you are planning to buy a restaurant, there are several legal issues that you need to deal with. <br />
<br />
Some issues include:<br />
<ul><li><strong>Franchise or Private operation</strong> - if the restaurant is a franchise, you will need to obtain a copy of the franchise agreement and address any issues with the franchisor</li>
<li><strong>Offer to purchase document</strong> - Often times the use of a basic offer to purchase is not sufficient to protect the buyer and as such I generally recommend not using an offer to purchase that has been either pre-printed on a form or provided to you by an agent or non-lawyer</li>
<li><strong>Purchase and sale agreement</strong> - a purchase and sale agreement will need to be prepared. It is not generally recommended that you use a basic purchase and sale agreement that has been either pre-printed on a form or provided to you by an agent or non-lawyer</li>
<li><strong>Lease review and assignment</strong> - sometimes you may want to make changes to the lease, or there are terms in the lease that place on your obligations or risks that you were not aware of or that you would prefer not to assume</li>
<li><strong>Searches against the Business</strong> - a lawyer will conducts certain searches against the business to assess if there are any special problems that require attention such as whether there are any lawsuits against the restaurant</li>
<li><strong>Assignment of Liquor License</strong> - the liquor license will need to be transferred.</li>
<li><strong>Employee matters</strong> - employee issues can become complex and without proper advice you may be assuming unexpected risks that could result in significant liability to you after you have purchased the business in the event you have to terminate the employment of an employee whose employee you continued as part of the purchase.</li>
<li><strong>Co-ordination with other professionals.</strong> Often times, there will need to be discussions with your accountant and banker, and other professionals.</li>
<li><strong>Other issues:</strong> There are several other issues that will need to be considered including the continued use of the restaurant's name, transfer of the telephone number, continuation of any telephone book listings, transfer of restaurant's website</li>
</ul><br />
If you are contemplating buying a restaurant, please feel free to <a href="http://www.cusimano.com/lawyer/contact.htm">contact me</a> to discuss the legal aspects of the transaction and the legal assistance that I can provide to you.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-8847098242773331603.post-49262706694682604962011-03-02T17:57:00.001-05:002011-03-02T19:16:03.614-05:00Contract Terms Explained In Simple Languageby: Peter Cusimano<br />
Business Lawyer - Barrister & Solicitor<br />
<br />
Legal contracts often contain language that is difficult to understand by people who are not lawyers.<br />
<br />
Common provisions or terms found in a legal contract may include any of the following:<br />
<div></div><ul><li>indemnity</li>
<li>limitation of liability</li>
<li>confidentiality</li>
<li>intellectual property rights</li>
<li>license</li>
<li>termination</li>
<li>remedies</li>
<li>survival</li>
<li>relationship of parties</li>
<li>governing law</li>
<li>force majeure</li>
<li>severability</li>
<li>conditions</li>
<li>injunctive relief</li>
</ul>You may have heard of these terms or seen them written in agreements, but you may not know what they mean, whether they help you or potentially can harm you in your business agreement.<br />
<br />
The business terms may sound good, but should you sign the agreement as it is currently legally written or should the legal terms be modified more in your favour?<br />
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In order to assist you, it is recommended that you have a business lawyer who is experienced in dealing with business contracts review, and if necessary, make suggestions and modifications to the proposed agreement.<br />
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As a business lawyer, I deal with business agreements every day for many types and sizes of businesses. The service that I provide includes:<br />
<ul><li>finding out what is your understanding of the proposed business arrangement</li>
<li>read and review the proposed agreement</li>
<li>determine if what the agreement says is consistent with your understanding of the business arrangement</li>
<li>make any suggested changes to wording</li>
<li>explain to you in plain English the meaning of the legal terms contained in the agreement</li>
<li>answer your questions</li>
<li>negotiate with the other party's lawyer (if needed)</li>
</ul>If you want to get started with me reviewing your contract, <a href="http://www.cusimano.com/lawyer/contact.htm">contact me</a> today.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-8847098242773331603.post-80501729924386476022011-03-02T16:37:00.006-05:002011-03-02T19:16:16.926-05:00What to Look for When Reviewing an Agreement / Contractby: Peter Cusimano<br />
Business Lawyer - Barrister & Solicitor<br />
<br />
In order to succeed, a business often has to enter into an agreement with another businesses. For example, types of agreements may include:<br />
<br />
<ul><li><strong><span style="background-color: yellow;">Purchase</span> and Sale Agreement </strong>- for use if you are buying or selling a business</li>
<li><strong>Distribution / Supplier Agreement</strong> - for use if you are a supplier or want to purchase from a supplier either products or services</li>
<li><strong>License Agreement </strong>- for use if you have certain technology or intellectual property that you want to license to another party or that you want to license for use</li>
<li><strong>Joint Venture Agreement</strong> - for use if each business brings to the table certain services or products and combined both parties operate a venture jointly</li>
<li><strong>Lease Agreement</strong> - for use if you are leasing a commercial premises either as tenant or landlord</li>
<li><strong>Services Agreement</strong> - for use if you are either supplying or purchasing services</li>
</ul>In each type of agreement, it is important to have the agreement properly reviewed and negotiated to ensure that the agreement is consistent with the understanding that you have as to the benefits you will obtain and the obligations you have to fulfil.<br />
<br />
You may be able to deal with the business aspects of an agreement, but often times, agreements contain complex provisions of a legal nature that may be difficult to fully understand yet at the same time impose unreasonably obligations or burdens on you. Alternatively, some provisions may limit the benefits you are expecting and may also limit your ability to protect yourself or your ability to take action against the other party in the event that the other party does not do what you expected them to do.<br />
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It is important to have a lawyer assist you in the review and negotiation aspect of the review of a contract/agreement. If you do not have a lawyer, then you will save time and money if you have a business lawyer prepare the contract/agreement for you so that you know it will be properly prepared and so that you can focus on your business.<br />
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When reviewing and negotiating a proposed agreement, a business lawyer will usually look for or at all of the following:<br />
<br />
<ul><li><strong>Parties</strong>: determine if the parties who should be included in the agreement are properly listed</li>
<li><strong>Obligations of Parties</strong>: examine your obligations and the obligations of the other party - are your obligations more than you understand them to be, or are the obligations of the other party inadequate for what you were expecting to receive</li>
<li><strong>Payment Terms</strong>: are the payment terms properly identified</li>
<li><strong>Special issues</strong>: to deal with any unique particulars about your agreement</li>
<li><strong>Legal remedies</strong>: to deal with problems that may arise in case the other side does not do what they have promised to do</li>
<li><strong>General Legal terms</strong>: common provisions that should be included in the majority of contracts/agreements</li>
<li><strong>Schedules</strong>: to determine if any schedules are required or if they are adequate and clearly written</li>
</ul>If the other party has a lawyer, I will contact the other lawyer and discuss any issues with the other lawyer.<br />
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As a business lawyer, I deal with agreements/contracts every day for a wide range of businesses. If you wish me to review and/or negotiate an agreement with another party, feel free to <a href="http://www.cusimano.com/lawyer/contact.htm"><u>contact me</u></a> today to discuss the legal needs of your business to get started.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-8847098242773331603.post-28154899079997880692011-02-25T19:04:00.008-05:002011-03-02T19:17:02.168-05:00Friends Wants Me To Invest in Their New Business. What Do I Need to Know?by: <strong>Peter Cusimano</strong><br />
Business Lawyer - Barrister & Solicitor<br />
<br />
Every business needs money to operate. One way of raising money is seeking out investors to become shareholders in the company. Often times, the founders will speak to family and friends and invite them to purchase shares in their corporation and become shareholders. Although this can be an exciting opportunity, it is important that as a potential investor you proceed with caution and do your homework before investing your money.<br />
<br />
Keep in mind the following pointers:<br />
<ol><li>learn as much as you can about the business - if you don't understand the business or the operators do not give you adequate information for you to make a proper assessment of the business then it is likely not something you should be investing in</li>
<li>learn as much as you can about the people who are operating the business including their background in business</li>
<li>recognize that no business is a sure-win and every business is at risk of failure</li>
<li>ask to see the financial records of the company and bring them to your accountant for review</li>
<li>learn about the competition</li>
<li>ask to the see the "minute book" of the corporation. Every corporation is required to have a minute book. If the corporation does not have a minute book, then you must insist that the minute book be brought up to date first. Bring a copy of the minute book to a business lawyer for review</li>
<li>ask to see the shareholders' agreement for the company. If the company does not have a shareholders' agreement, ask that one be created as a condition of you advancing any money to the corporation</li>
<li>sometimes, buying shares may not be the best way to go, and instead you may wish to instead loan money to the company</li>
<li>there can be certain tax issues that need to be considered so it is important that you speak with your accountant to determine what is the best way to proceed</li>
<li>certain documents should be prepared including certain resolutions of the directors, a new share certificate, and some other legal documents depending on how the transaction is structured. You should speak to a business lawyer who can advise you and ensure that the proper paper work is prepared</li>
</ol>When considering investing in a company as a shareholder, it is best to first speak with your accountant and a business lawyer who can give you proper advice based on their expertise and experience dealing with other businesses.<br />
<br />
In my law practice, I deal with businesses and also people who wish to invest. If you are considering investing in a business or you operate a business and are contemplating having additional shareholders in your company, please <a href="http://www.cusimano.com/lawyer/contact.htm">contact me</a> and I would be please to assist you.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-8847098242773331603.post-2720085217184804142011-02-25T18:38:00.009-05:002011-03-02T19:17:32.267-05:00What it Means When a Company Name is Mostly a Number such as "1234567 Ontario Inc."by: <strong>Peter Cusimano</strong><br />
Business Lawyer - Barrister & Solicitor<br />
<br />
Usually when you see the name of a company, it is made up of a few words such as "ABC Computer Inc.". However, sometimes you will see a company whose name is mostly just a number, such as "1234567 Ontario Inc."<br />
<br />
<strong>Does the number have any significance and is there any difference between a company with a number as opposed to a name?</strong><br />
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In Ontario, every corporation has a corporation number assigned to it for identification purposes. A corporation may also have a name such as "ABC Computer Inc.". When a corporation has a name, it can be identified using that name and is usually referred to as a "named company".<br />
<br />
However, you may also come across a company that has no name other than a number -- these corporations are referred to as "numbered company". In such a case, the Ontario government will simply assign the next available corporation number and the name of the corporation will simply be the corporation number plus the word "Ontario" plus a legal ending (such as Inc., Ltd., or Corp., Incorporated, Limited, or Corporation). As such, the name of a numbered company can be something like: <strong>1234567 Ontario Inc.</strong> There is no choice in the number, the government automatically assigns the next available number.<br />
<br />
<strong>Why would someone choose the name as a number rather than picking an actual name for their corporation?</strong><br />
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There are situations where one may prefer to use a numbered company instead of a named company including:<br />
<ol><li>it takes time to find a suitable name for a company which can take time and extra expense. By proceeding by way of a numbered company, there is no delay as the government simply assigns the next available number.</li>
<li>one does not want to attract attention to the company and as such prefers using a number as opposed to a name</li>
<li>a corporation is created for limited use and will not be promoting itself to the public and in such a case, the operators may not be concerned about the name</li>
<li>the operators may want to use the corporation for various businesses and do not want to use a named corporation</li>
</ol><strong>Is there any legal difference whether a company is a numbered company or a named company?</strong><br />
<br />
Generally, there is no legal difference whether a company is a numbered company or a named company.<br />
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My legal practice consists of many businesses including named companies and numbered companies. If you are planning to start a business and would like to incorporate, please <a href="http://www.cusimano.com/lawyer/contact.htm">contact me</a> and I would be pleased to assist you.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-8847098242773331603.post-90703829256918820232011-02-25T18:08:00.006-05:002011-03-02T19:17:54.643-05:00What's Involved in Selling My Dental Practice?by: <strong>Peter Cusimano</strong><br />
Lawyer - Barrister & Solicitor<br />
<br />
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.<br />
<br />
Some of the legal steps involved will include:<br />
<ol><li>co-ordination with the lawyer for the purchaser</li>
<li>if you have a dentistry professional corporation, ensuring the corporation's minute book and records are up to date</li>
<li>reviewing and assisting in the preparation of a proposed Letter of Intent</li>
<li>reviewing and assisting in the preparation and finalization of the Agreement of Purchase and Sale</li>
<li>preparation certain documents that will be required to be given to the purchaser on the completion of the sale</li>
<li>dealing with certain issues such as Associate Dentists and staff</li>
<li>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</li>
<li>obtaining an assignment/transfer of the lease for the premises where the practice is located</li>
<li>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)</li>
<li>dealing with any matters that are to be dealt with after the completion date</li>
</ol>In addition, your lawyer will also need to be in contact with various parties including:<br />
<ol><li>the lawyer for the purchaser</li>
<li>the dental practice broker</li>
<li>your banker</li>
<li>your accountant</li>
<li>your landlord</li>
<li>your insurance broker</li>
<li>other third parties as required</li>
</ol>In my law practice, I deal with dentists on a regular basis. If you are contemplating selling your dental practice, please feel free to <a href="http://www.cusimano.com/lawyer/contact.htm">contact me</a> to discuss your dental practice.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-8847098242773331603.post-79932501603080856022011-02-25T17:38:00.003-05:002011-03-02T19:18:08.147-05:00I am Moving My Business. Do I need to update my Corporation's Offical Records?<strong>by Peter Cusimano</strong><br />
Lawyer - Barrister & Solicitor<br />
<br />
When a corporation is initially set up, the address of the "registered office" is listed on the Articles of Incorporation for the corporation.<br />
<br />
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.<br />
<br />
In addition, you will also need to notify other parties of the change of address including:<br />
<br />
<ol><li>Canada Revenue Agency</li>
<li>your bank</li>
<li>your suppliers</li>
<li>your customers</li>
</ol>If you require assistance in completing or filing the special form with the Ontario government, please <a href="http://www.cusimano.com/lawyer/contact.htm">contact me</a> and my office will be able to assist you.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-8847098242773331603.post-65194377960200570342011-02-25T17:17:00.005-05:002011-03-02T19:18:19.854-05:00What Is Included in a Corporation's "Minute Book"?<strong>by Peter Cusimano</strong><br />
Lawyer - Barrister & Solicitor<br />
<br />
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:<br />
<br />
<ol><li>Articles of Incorporation</li>
<li>By-Laws of the corporation</li>
<li>Minutes of Meetings and Resolutions of the Directors and Officers </li>
<li>Notices and Registrations filed with the government</li>
<li>Directors' Register</li>
<li>Officer's Register</li>
<li>Shareholders' Register</li>
<li>Share Transfer Register</li>
<li>Shareholders' Ledgers</li>
<li>Shareholders' Agreement (if any)</li>
<li>Share Certificates (originals or copies)</li>
</ol>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.<br />
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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.<br />
<br />
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 <a href="http://www.cusimano.com/lawyer/contact.htm">contact me</a>.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-8847098242773331603.post-17678491274863273302011-02-25T16:55:00.004-05:002011-03-02T19:18:35.829-05:00Annual Renewal of the Certificate of Authorization issued by the College of Physicians and Surgeons of Ontario (CPSO) for Medicine Professional Corporations in Ontario<strong>by Peter Cusimano</strong><br />
Lawyer - Barrister & Solicitor<br />
<br />
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.<br />
<br />
The renewal process requires the following steps be completed:<br />
<ol><li>completion of the application form for annual renewal (Form 3 from the CPSO)</li>
<li>completion of the Statutory Declaration (Form 4). This must be signed in front of a lawyer or notary public</li>
<li>obtaining a Certificate of Status for your corporation from the Ontario government</li>
<li>payment of the renewal fee to the CPSO (usually by way of cheque from the corporation)</li>
</ol>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.<br />
<br />
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.<br />
<br />
To get started, <a href="http://www.cusimano.com/lawyer/contact.htm">contact me</a>.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-8847098242773331603.post-47787496470811841572011-02-22T01:09:00.013-05:002011-03-02T19:18:50.064-05:00What's Involved in Choosing a Name for a Corporation in Ontario?<strong>by Peter Cusimano</strong><br />
Lawyer - Barrister & Solicitor<br />
<br />
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.<br />
<br />
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:<br />
<ul><li>Distinctive Element (e.g.: Peter's)</li>
<li>Descriptive Element (e.g.: Web Design)</li>
<li>Legal Element (e.g.: Incorporated, Corporation, Limited, or Inc., Corp., Ltd.)</li>
</ul>As such, using the above example, my company name may be "Peter's Web Design Ltd.".<br />
<br />
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.<br />
<br />
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.<br />
<br />
A corporation can also have a number as it's name. The Ontario government will assign a number, e.g.: 123456 Ontario Ltd.<br />
<br />
If you are considering incorporating a corporation in Ontario, please <a href="http://www.cusimano.com/lawyer/contact.htm">contact me</a>.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-8847098242773331603.post-29799231434389836302011-02-22T00:48:00.008-05:002011-03-02T19:19:10.664-05:00How Should Letters, Emails, Contracts, etc, from My Company be Signed?<strong>by Peter Cusimano</strong><br />
Lawyer - Barrister & Solicitor<br />
<br />
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.<br />
<br />
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.<br />
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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:<br />
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<blockquote><strong>ABC COMPUTER INC.</strong></blockquote><strong> <span style="background-color: #fff2cc;"><em><span style="color: blue;">John-Smith-signature</span></em> </span></strong><br />
<blockquote><strong>per: John Smith</strong><br />
<strong> President</strong></blockquote>The above format signifies that the document is from the corporation and not the individual.<br />
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.<br />
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You should use the above format for all documents where a signature is required including:<br />
<ul><li>letters</li>
<li>emails</li>
<li>invoices</li>
<li>cheques</li>
<li>contracts / agreements</li>
<li>price quotes / estimates / purchase orders</li>
</ul>If you want to discuss other ways to protect your company, please <a href="http://www.cusimano.com/lawyer/contact.htm"><span style="color: #888888;">contact me</span></a>.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-8847098242773331603.post-87693877663073284402011-02-22T00:32:00.005-05:002011-03-02T19:19:24.871-05:00What is a Shareholders' Agreement?<strong>by Peter Cusimano</strong><br />
Lawyer - Barrister & Solicitor<br />
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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.<br />
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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.<br />
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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:<br />
<ol><li>Restrictions or controls regarding the operation of the business and other matters of the corporation</li>
<li>Control of the corporation; election of directors</li>
<li>Signing authority</li>
<li>Decision making procedures; where shareholder approval required</li>
<li>Financing and additional capital contributions to the corporation</li>
<li>Issuance of new shares</li>
<li>Ownership of shares</li>
<li>Transfer of shares: procedure, right of first refusal, conditional on signing agreement</li>
<li>Retirement, divorce, bankruptcy, incompetency, or death of a shareholder</li>
<li>Insurance</li>
<li>Non-competition</li>
<li>Confidentiality</li>
<li>Non-solicitation</li>
<li>Dispute resolution between shareholders (arbitration and "shot-gun" clauses)</li>
</ol>Every Shareholders' Agreement will need to be carefully written to deal with the specifics of the business.<br />
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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.<br />
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If you want to consider having a Sharheolders' Agreement for your corporation, please <a href="http://www.cusimano.com/lawyer/contact.htm"><span style="color: #888888;">contact me</span></a>.Unknownnoreply@blogger.comtag:blogger.com,1999:blog-8847098242773331603.post-45614131000006086532011-02-22T00:12:00.004-05:002011-03-02T19:19:37.017-05:00Incorporation of Your Medical Practice in Ontario<strong>by Peter Cusimano</strong><br />
Lawyer - Barrister & Solicitor<br />
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Are you a doctor practising in Ontario? Physicians practicing in the province of Ontario are permitted to incorporate their medical practices and operate as a "Medicine Professional Corporation".<br />
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If you are a recent graduate or you are currently practising as a sole practitioner or in a practice group, or you are about to move into Ontario, you may wish to consider incorporating your medical practice and carry on practice as a medicine professional corporation.<br />
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The main benefit to incorporating is that under the right circumstances you will be able to reduce your tax burden. If you have adult children who are about to enter post-secondary education or are currently studying at university or college and you are helping to support them, you should consider incorporation of your medical practice.<br />
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The process of creating a medicine professional corporation involves a few steps including:<br />
<blockquote><ol><li>Incorporation of the Medicine Professional Corporation with Ontario government and related steps.</li>
<li>Completion of the Application for the Certificate of Authorization.</li>
<li>Obtaining a "Certificate of Status" for your corporation.</li>
<li>Completion of the Statutory Declaration (if you are in the Greater Toronto Area, I will attend at your office to complete this step).</li>
<li>Filing of all documents with the College of Physicians and Surgeons of Ontario (CPSO).</li>
<li>Dealing with the CPSO in case of any issues or problems with the Application for Renewal.</li>
<li>Reporting back to you upon receipt of the Certificate of Authorization from the CPSO.</li>
</ol></blockquote>I deal with many doctors on a regular basis as my clients, helping them with the legal aspects of their medical practice. If you want to consider incorporating your medical practice, please <a href="http://www.cusimano.com/lawyer/contact.htm">contact me</a>.Unknownnoreply@blogger.com