We provide comprehensive legal services to businesses at every stage of growth, from incorporation to complex commercial transactions. Whether you are launching a startup, structuring a partnership, or expanding an established enterprise, we guide clients through incorporations, corporate governance and shareholder agreements. We also advise on commercial contracts and the day-to-day matters that keep a business running smoothly.
For incorporations, we advise on whether to incorporate federally under the Canada Business Corporations Act or provincially, and we handle the full process such as articles of incorporation, organizational resolutions, share structure, directors’ and officers’ arrangements, and corporate record-keeping. We also assist with reorganizations, holding company structures, amalgamations, and continuances as your business evolves and your needs change.
Raising capital is a regulated activity in Canada, governed primarily by provincial and territorial securities regulators operating within the framework of the Canadian Securities Administrators. We guide private companies and emerging issuers through financing rounds in a way that is both effective and compliant, advising on private placements, subscription agreements, and the prospectus exemptions that allow companies to raise money without a public offering.
We help structure equity and convertible financings, prepare offering and disclosure documents, and ensure that filings and ongoing reporting obligations are met. For clients contemplating a public listing or operating as reporting issuers, we provide guidance on continuous disclosure, insider trading rules, and governance requirements.
Buying or selling a business is among the most significant transactions an owner will undertake. We manage the legal aspects of M&A from start to finish, whether the deal is structured as a share purchase, an asset purchase, an amalgamation, or a more complex reorganization.
Our work spans the full transaction lifecycle: letters of intent and term sheets, legal due diligence, purchase and sale agreements, representations and warranties, closing mechanics, and post-closing matters. Where a transaction triggers regulatory review, we identify those requirements early and help you navigate them. Throughout, we work to keep the deal moving while protecting your position on the issues that matter most.
Starting or operating a business in Canada means working within a framework of federal, provincial, and industry-specific regulations. It covers everything from privacy and data protection to employment standards, consumer protection, anti-money-laundering requirements, and sector-specific licensing. We help clients understand which obligations apply to them and build practical compliance into the way they do business.
Web3, Crypto & DeFi Compliance
Blockchain, cryptocurrency, and decentralized finance (DeFi) projects operate in one of the most complex and fast-moving areas of Canadian securities regulation. We advise founders, exchanges, token issuers, and DeFi projects on the two regimes that most often apply: securities law and anti-money laundering law. On securities, we help assess whether a token, offering, or platform engages Canadian securities regulation, and we work through registration, prospectus exemptions, and the guidance issued by the Canadian Securities Administrators on crypto assets and trading platforms. On AML, we advise on obligations under PCMLTFA, including FINTRAC registration as a money services business or virtual currency dealer, know-your-client and record-keeping requirements, and the design of compliance programs built for the realities of digital assets. Just as importantly, we take a proactive approach to risk. By identifying potential exposures before they become problems and addressing them through sound structures, clear contracts, and good governance we help reduce the likelihood of costly disputes and disruptions down the road.
Money Services Business (MSB) Registration & Compliance
Businesses that deal in foreign exchange, money transferring, the issuing or redeeming of money orders, or virtual currency are regulated as money services businesses (MSBs) and must register with and report to FINTRAC. We help both domestic and foreign MSBs register and build the anti-money-laundering program the law requires, including the appointment of a compliance officer, written policies and procedures, a documented risk assessment, know-your-client and identity-verification practices, record-keeping, and the mandatory reporting of large cash, electronic funds transfer, suspicious, and terrorist-property transactions. We also advise on the periodic effectiveness review and on the practical steps needed to keep a compliance program current as the services and regulatory expectations evolve.