Corporate & Regulatory Advisory
Your corporate contracts and restructuring documents must meet CBCA standards. We review board resolutions, shareholder agreements, and minute books to identify gaps before they become liabilities.
Our team works directly with corporate counsel to align B2B agreements with current regulatory requirements.
We review every clause against the Canada Business Corporations Act, flagging director liability gaps and missing disclosure requirements before they become enforcement issues.
From board resolutions to articles of amendment, we prepare the full chain of filings so your minute book stays audit-ready and Corporations Canada receives complete submissions.
We map indemnification, force majeure, and transparency obligations across your supplier contracts, reducing exposure to the enforcement trends that regulators are currently targeting.
We build a rolling schedule of CBCA filings, board meeting minutes, and shareholder resolutions so your legal team never misses a statutory deadline.
We prepare plain-language briefs that explain personal liability risks under the CBCA, helping your board make informed decisions during contract negotiations and restructuring votes.
After a corporate transaction, we reconcile the surviving entity’s governing documents, shareholder agreements, and commercial contracts with the CBCA’s post-amalgamation requirements.
Visual highlights
Standardised wording for director approvals under CBCA section 120. Includes conflict-of-interest declarations and voting procedures.
Step-by-step checklist covering annual return, director register updates, and shareholder meeting minutes. Used by legal teams during Q1 review cycles.
Visual flow from board resolution to articles of amendment. Highlights required filings with Corporations Canada and typical turnaround times.
Sample redlined contract showing force majeure, indemnification, and termination clauses aligned with recent CBCA enforcement guidance.
Recommended folder organisation for by-laws, shareholder registers, and board consents. Meets CBCA record-keeping requirements for private corporations.
Briefing note on three recent compliance orders related to director liability and disclosure failures. Used for internal risk training sessions.
Straightforward answers about contractual compliance, corporate restructuring, and CBCA obligations for Canadian businesses.
The CBCA is the federal statute governing corporations incorporated in Canada. It applies to all federally incorporated companies, setting rules for governance, shareholder rights, financial disclosures, and annual filings. If your business operates under federal incorporation, you must comply with its requirements regardless of where you do business in Canada.
Annual returns must be filed with Corporations Canada within 60 days of each anniversary of incorporation. Missing this deadline can result in administrative penalties or even dissolution. We recommend setting a calendar reminder at least 30 days before the due date to allow time for gathering director and officer information.
A typical restructuring requires board resolutions, shareholder consents (if share structure changes), articles of amendment, and an updated minute book. Depending on the scope, you may also need a plan of arrangement or court approval. We help prepare and file each document with Corporations Canada to ensure legal validity.
Review your contracts for clauses that reference director liability, indemnification, and disclosure obligations. The CBCA imposes specific requirements on indemnity provisions and restricts certain types of financial assistance. A compliance audit of your standard agreements can identify gaps before they become liabilities.
Late filings incur escalating penalties. If a corporation remains non-compliant for more than one year, Corporations Canada may issue a notice of default and eventually dissolve the company. Directors can also face personal liability for certain obligations. We can help reinstate a dissolved corporation and bring filings up to date.
While not legally required, having a legal professional draft resolutions and minutes reduces the risk of procedural errors that could invalidate corporate decisions. We provide templates and review services for routine resolutions, and full drafting support for complex matters like restructuring or shareholder disputes.