At the heart of economic and social development in Quebec, small and medium-sized businesses (SMBs) require legal services in their own image - dynamic, flexible and creative. Having cumulated extensive experience working with SMBs, the business lawyers at De Grandpré Chait understand the daily challenges of owners-operators, regardless of their industry sector, and provide services tailored to their specific needs.
A well-structured business environment establishes conditions that are favourable to the growth of your SMB. In this context, our business lawyer's role is to assist you by facilitating access to various sources of financing, setting up governance rules adapted to your business context, elaborating a clear framework for your contractual relationships and protecting your intellectual property rights. In order to ensure the continuity of your business, De Grandpré Chait has developed a unique methodology for accompanying you through your business’ life cycle, from the start-up phase to its sale or transfer to your successors. Considering that growth usually involves an investment, an acquisition or a strategic alliance, you can count on our lawyers to guide you every step of the way, from the planning stage to the closing, as well as any financing requirements.
The negotiation and preparation of agreements and contracts of all types, including shareholder agreements, are the foundation of a solid and efficient business relationship. Commercial transactions involve a variety of agreements, such as those related to product distribution, services, franchises, purchasing, leases and equipment rental, confidentiality, customer loyalty, non-competition and non-solicitation, R&D and product licensing. Our lawyers can help you structure each agreement in order to protect your interests but, more specifically, minimize risk and potential litigation.
We also offer specialized services catering to the entertainment business, including performer, management, CD and show production, recording and other contracts in the field of music, as well as in musical and literary publishing.
When starting up a business, entrepreneurs have to make certain important operational decisions such as:
- Finding a suitable structure for the business
- Choosing an appropriate name for the business, registering it and protecting the trade-mark
- Taking cognizance of the applicable business sector regulations
- Choosing a location and signing a lease or acquiring a building
Our lawyers have experience in business start-ups for various industry sectors and can provide suggestions with respect to incorporation, the choice of corporate jurisdictions (federal or provincial) and the most appropriate corporate structure from a tax perspective, such as holding companies and trusts. We also offer tax, corporate, professional and commercial advice to medical doctors, dentists, pharmacists, architects, engineers, accountants and attorneys regarding the constitution of their practices.
A potentially long and complex process, the transfer of a business must be carefully orchestrated to ensure its success. The preparation of your successors, accompanied by an efficient framework and execution of the transaction, must be carried out taking various economic and human factors into account.
Experience shows that there is no ready-made formula for transferring a business. At De Grandpré Chait, our lawyers adapt to each situation, whether the transfer involves family members, key employees (management buy-out) or third parties. We listen to our clients and understand the importance of accommodating both the objectives pursued by those involved in the business transfer and the professionals who accompany them. This means that you can proceed with greater confidence, regardless of the legal, commercial, tax or human demands.
The Board of Directors or advisory committee can play a strategic role in identifying possible partnerships and promoting the growth of your business. How can this potential be used to create value? For example, shareholder agreements help to complete or derogate from applicable corporate laws in order to set up a legal framework truly adapted to a SMB, which is often made up of a limited number of members or directors but a potentially large number of shareholders or investors. Signing a shareholder agreement may be a necessary step when a corporation wants to obtain major financing from a venture capital company or from numerous qualified investors, such as angel investors. By taking into account your particular situation, our lawyers will draft the shareholder agreement that is best suited for your needs, both from a corporate and tax perspective.
Directors must remain independent so they can, at all times, make decisions that are favourable to the corporation. As most SMBs are private entities, management and governance powers allow the shareholders and directors to exercise a certain control and supervision over the business. The directors must decide on the general strategic and financial orientation of the business in addition to improving its direction and governance, the whole to ensure a continued and rapid growth, while at the same time protect such directors' personal liability. Our lawyers have expertise in added value corporate governance and can provide counsel on various business matters, such as rights and obligations of directors, shareholders or new investors.
As a business active in Québec, you can rely on De Grandpré Chait's complete range of administrative support services, including the annual maintenance of minute books and corporate records, as well as the preparation and filing of provincial and federal annual returns, resolutions and other federal or provincial documents. Our team of qualified lawyers and paralegals also look after other formalities, including extra-provincial registrations, thus allowing you to concentrate on the day-to-day running of your business.
When incorporating a business, it is recommended to prepare and set up a proper minute book. Moving forward, regular updating will avoid issues when you decide to make structural changes, carry out transactions (such as the sale of shares or assets) or negotiate new sources of financing. Did you know that failing to keep a minute book up-to-date can jeopardize a corporation's ability to borrow, its legal capacity and even cause delays that could be detrimental to an entrepreneur?
To avoid frustration and unnecessary delays, we recommend that business owners:
- Have their minute book analyzed and updated annually
- Formalize decisions and important changes to the business (directors and officers)
- Preserve the legal advantages associated with incorporation (ex.: private issuers)
- Keep the applicable government records up-to-date (Québec Enterprise Register and Corporations Canada Register, as applicable)