What is the role of a Business Lawyer??

A "business lawyer" or a "corporate lawyer" generally refers to a lawyer who primarily works for corporations and represents business entities of all types. These include sole proprietorships, corporations, associations, joint venture and partnerships. Typically business lawyers also represent individuals who act in a business capacity (owners-managers, entrepreneurs, directors, officers, controlling shareholders, etc.). Further, business lawyers also represent other individuals in their dealings with business entities (e.g. contractors, subcontractors, consultants, minority shareholders, employees). Generally, when I use the term "business lawyer" I think of all of the above.

What types of clients do we represent?

On a daily basis, we represent start ups, family businesses, owners/managers and mid size companies at the regional, provincial, national and international level in a wide range of industries and we advise clients on their legal issue and their day-to-day business issues, including but not limited to: contracts, corporate structure, mergers & acquisitions, corporate reorganizations (family trust, holding company etc.), estate planning and any other corporate matters. Further, our primary focus is on the creation of various tax-effective structures for the preservation, accumulation and transfer of wealth for entrepreneurs.

Do I need a business lawyer?

If you are a business owner and you are concerned with the legal protection of your business and your personal assets, the answer is YES.

A business lawyer can advise you of the applicable laws and help you comply with them.

A business lawyer can help steer you away from future disputes and lawsuits.

A business lawyer can help protect your tangible and intangible assets.

A business lawyer can help you negotiate more favourable business transactions.

Having a business lawyer can also project positively on your business. Further, an established relationship with a business lawyer can be invaluable when you need to turn to someone who knows your business for quick legal guidance.

Over the years, we have realized that many small businesses have genuine concerns about lawyers running up large tabs for unwanted, unnecessary or questionable work. Hence, we are extremely sensitive to that concern and actively work with you to control legal costs. We believe it is in both our interests to discuss the scope of work and the costs involved before we provide any legal services.

You should seek a business lawyer if you or your company are . . .

- Starting a new business; (partnership, sole proprietorship or corporation)

- Issuing shares, stocks, options, warrants or convertible notes;

- Hiring your first employees (i.e. employment agreement);

- Negotiating a new lease;

- Acquiring another business;

- Reorganizing your affairs to save taxes (i.e. family trust, holding company, etc.)

- Transferring your business to you children and/or employee (Section 86 – Estate Freeze)

- Selling your company;

- Succession planning; (estate planning, estate freeze, primary and secondary will, etc.)

- Planning to create and develop new ideas, products and services;

- Seeking to resolve internal disputes. (i.e. shareholders agreement);

- Any other business/legal issues

For more information on the above, call/email our Founder & CEO + Business Lawyer, Hugues Boisvert at hboisvert@hazlolaw.com or +1.613.747.2459 x 304

Business Owners: Why you MUST have a business lawyer on your side.

Legal issues for business owners and entrepreneurs.

 As a business owner, you may think that you don't need the additional cost of hiring a lawyer. That may be a big mistake. Read this document to understand why consulting a lawyer is essential for any small business start-up. Lawyers are trained to interpret the law and those who specialize in business law can be worth their weight in gold. It is less expensive to retain a lawyer up front and have your legal work done properly than trying to hire a lawyer later on to fix problems that may have arisen from lack of legal knowledge. Sometimes procedures and forms for businesses look simple, but legal transactions are often more complex than they seem.

When do you need a lawyer? There are a number of situations where you should strongly consider consulting a lawyer.

Business Structure

One of the first things you will need to do is to decide on the business structure that best suits your needs. Your options can range from sole proprietorship, partnerships, limited or incorporated companies to co-operatives. A lawyer can help you choose the correct form of business structure, based on factors such as the number of people involved, the type of business, tax issues, liability concerns and financial requirements of the firm. Your lawyer can also help you draw up the necessary legal documents that set out the terms of any partnership or other shared ownership, ensure that all parties will be treated fairly and that there is a mechanism for handling any disputes or disagreements. Forms of business organization Find out which type of business structure is right for your business. Buying an existing business If you wish to buy an existing business, you may have to decide whether to buy only the assets of the business or, in the case of an incorporated company, the shares of that company. With any business purchase, you should have a buy and sell agreement, signed by both parties, that spells out the demands and obligations of each, as well as the terms of the agreement (for example, non-competition provision). Buying a business What you need to know before purchasing an existing business. Leasing Requirements Most small businesses will start by taking out a lease for their business premises. However, leases can be one of your largest expenses. Make sure that your lease will be suitable to your business needs, in case you wish to break your lease or expand your business.

A lawyer can give you advice on any pitfalls or costs that may be incurred, before you sign on the dotted line. Choosing and setting up a location Trying to decide where to locate your business and how to arrange it once you get there? Review the following resources and consider your options.

Contracts

When you are drawing up legal contracts, you should get the advice of a lawyer.  Some examples of contracts that you should get a lawyer's help with include:

•Licensing agreements

•Franchise agreements

•Employment contracts

•Subcontractor agreements

•Partnership, incorporation or shareholder agreements

•Lease agreements

•Mortgage, purchase agreements

This is not a comprehensive list. Above all, make sure you contact a lawyer before you sign any contract. Equity Financing If you plan to seek equity financing for your business, it is important to contact a lawyer to help you draw up the terms of the shareholder agreement and/or to review the legal documents provided by a potential investor. Your lawyer can also help you assess the impact of any new shareholder agreement on other obligations and existing contracts with employees, suppliers or financial institutions. Steps to Growth Capital Learn how to develop the plan, the materials and the confidence to go after the equity financing for your business opportunity. Other issues requiring legal advice

There may be other issues where you need to seek the advice of a lawyer in order to determine the best course of action.

 This can include:

 •Environmental complaints or concerns

•Employee problems or conflicts 

•Disagreements between business partners

•Closing your business

 •Protection of intellectual property

 Any time you are unsure of the legality of something or the legality of your business practices are questioned, you should be sure to get the advice of a lawyer. How should you choose a lawyer? If you have used a lawyer before for a real estate transaction or other personal issue, he/she may be able to refer you to a lawyer who specializes in small business start-ups or to a business lawyer. Ask your business associates, friends and family for references of law firms they have used and received satisfactory services from in the past. Make sure you have a comfort level with your lawyer, as you will be working closely for the life cycle of your business. Don't hire the first lawyer you speak to.

You will have to do some searching for the best expertise you need for your business. Make a list of potential lawyers you wish to meet. Many lawyers will meet you free of charge for the first time to establish expectations on both sides, as long as you don't try to get free legal advice while you are there. You will probably want to have a general business lawyer to handle your day-to-day affairs, but look for someone connected to specialists in specific areas of law who can refer you, as necessary, to someone with more expertise in areas like intellectual property, equity financing, and so on. Make sure you understand your lawyer's billing practices. If you think it may be a little while before revenue comes in to your business, you will have to make arrangements ahead of time with your lawyer, so you are both on the same page.

 For more information, call and/or email our Founder & Ceo and Business Lawyer, Hugues Boisvert at hboisvert@hazlolaw.com or +1.613.747.2459 x 304

New Penalties for Businesses that Use Illegal Electronic Sales Suppression Software

The Canada Revenue Agency (CRA) is aware that electronic sales suppression (ESS) software is being marketed and sold to Canadian businesses. As part of its efforts to combat the underground economy, the Government of Canada has introduced new measures to address this problem. ESS software (commonly known as zapper software) is illegal. Designed to work with point of sale systems and electronic cash registers, businesses use this software to knowingly delete part of their sales from their computer records to reduce their GST/HST and income tax obligations. 

Using ESS software offers an unfair advantage to those who use it to circumvent Canada’s tax laws, which in turn undermines the competitiveness of businesses that follow the rules. The Government of Canada is committed to protecting the integrity of Canada’s tax system.

 New measures took effect on January 1, 2014 that allow the CRA to impose civil penalties for designing, using, possessing, acquiring, manufacturing, developing, selling, possessing for sale, offering for sale, or otherwise making available ESS software. These measures also include new criminal offences. 

The new penalties and offences are as follows: Administrative monetary penalties Under the new legislation, businesses that use, possess, or acquire ESS software will face the following administrative monetary penalties:

• $5,000 on the first infraction; and 

• $50,000 on any subsequent infraction. Anyone who manufactures, develops, sells, possesses for sale, offers for sale or otherwise makes available ESS software will face $10,000 on the first infraction, and $100,000 on any subsequent infraction. Criminal offences Under the new legislation, businesses or others that use, possess, acquire, manufacture, develop, sell, offer for sale, or otherwise make available ESS software will now face: 

• on summary conviction, a fine of not less than $10,000 and not more than $500,000, or imprisonment for a term of not more than two years, or both; or 

• on conviction by indictment, a fine of not less than $50,000 and not more than $1 million or imprisonment for a term of not more than five years, or both. 

The CRA is working hard to detect and deter those who choose not to comply with tax laws, so that all income is reported, the proper amount of taxes is paid, and the tax system is fair for everyone. This includes working to identify those who design, use, possess, acquire, manufacture, develop, sell, possess for sale, offer for sale, or otherwise make available ESS software. By discouraging the use of ESS software and penalizing those who continue to use it, the CRA is helping to ensure a level playing field for all businesses and taxpayers. Although customers may not notice if a business is using ESS software, they can still do their part by always asking for a copy of their receipt. If you know of any taxpayer who is not complying with the tax laws, let us know. We will review the information and, when warranted, take appropriate action. For further information and a contact number, go to Informant Leads Program. If you have been using ESS software and want a second chance to correct your tax affairs, you can make things right through the CRA’s Voluntary Disclosures Program (VDP). 

The VDP allows taxpayers to correct inaccurate or incomplete information or disclose information they have not previously reported to the CRA. If they make a valid disclosure before they become aware that the CRA is taking action against them, they may only have to pay the taxes owing plus interest. Go to Voluntary Disclosures Program for more information on the program. If your business has been contacted about ESS software or if you have information that could help the CRA identify someone who develops, sells, or uses the software, you are encouraged to contact the CRA Informant Leads Program where you will find information on how to report suspected tax evasion. Get it right from the start—don’t zap! Visit About the underground economy to learn more about what the CRA is doing to address the underground economy. For more information on the new measures to combat the use of ESS software, read the questions and answers or visit Electronic suppression of sales. 

 Please consult the Canada Revenue Agency website should you have any questions or concerns. http://www.cra-arc.gc.ca For more information on the above, please contact HazloLaw Founder & Business Lawyer, Hugues Boisvert at 613-747-2459 x 304 or at hboisvert@hazlolaw.com

Advice for Better Business Decisions

Having been a business owner for some time now, our corporate law firm and our team have become experts in dealing with entrepreneurs and their business needs. Providing legal advice with our client’s best interest in mind is something we do on a daily basis. Here are some helpful tips we have been able to pass on to our clients that will help make better decisions that will ultimately benefit your business. As an entrepreneur, it is important to ensure that you are making profitable decision skills to create a successful business. Here are a three tips that will help you make better decisions for your successful business: - It’s important to seek advice from an outside perspective. This allows you to gain knowledge and insight in order to overcome various obstacles you, as an entrepreneur, may face. - The people associated with your business, or the team of professionals. This could be you an accountant or banker, for example, which can really help solve any challenges you or your business faces. - The employees you hire to be the face of your business. Ensuring that you are creating an approachable work environment is key. That way, it allows you to gain important feedback that you as the employer may overlook. Sometimes it is the people who work in your business daily that bring the most valuable opinions about what can be improved in order for your business to thrive in a direction you may have never anticipated.