Calgary Corporate Lawyers

Calgary corporate lawyers are the men and women of Calgary’s legal community who help the people in the greater Calgary area with their corporate law needs.

The fundamental role of an Alberta or Calgary corporate lawyer is to advise corporations as to their legal rights and duties. These corporate lawyers must have an in depth knowledge of federal legislation called the Canada Business Corporations Act (CBCA), the province of Alberta’s Business Corporations Act (BCA) and all of it’s 299 sections, plus much more. Contract law, partnership law, franchise law, personal property security legislation, intellectual property law, land titles, securities law, tax, leasing and trade-name procedures and more can all be involved at one time or another.

All Federal legislation can be viewed at the Department of Justice website and all provincial legislation at the Queen's Printer website.

The Alberta Business Corporations Act has some 299 sections divided into 22 parts. Your corporate lawyer will help apply the appropriate sections to your specific situation.

There are basically four ways to organize a business:

1. Sole Proprietorship: A sole proprietorship can be either with or without a "trade name". This is the most basic type of organization.
   
   
2. Partnership: A partnership can be either a "general" or a "limited" partnership. These are somewhat complicated structures and a corporate lawyer is invariably involved in these types.
   
   
3. Co-Operative: A co-operative, which is familiar to many although it is a relatively unusual form of business organization. The United Farmers of Alberta are an example of a "co-op".
   
   
4. Company: A company (or "corporation", which is the same thing) can be either federally or provincially incorporated. The vast majority of the "fortune 500" are of this type and there are thousands of companies both large and small throughout Alberta.

When companies get bought or sold is when “mergers and acquisitions” take place. Corporate lawyers are the people that "paper" these entire deals and indeed provide the very structure for these transactions. The lawyers are involved in negotiating the deals, drafting documents, reviewing agreements and all the rest of it, right through to the signing of the closing documents.

In Alberta, the Franchises Act and the regulations under the Franchises Act place certain requirements on for the disclosure of information that will assist prospective franchisees in making informed investment decisions. Anyone considering buying a franchise needs to talk to a lawyer to discuss the Franchises Act and other legal matters around owning a franchise.

Many people who buy franchises buy them or run them through a company. Generally there is a "Franchise Agreement" that governs the relationship between the franchisor and the franchisee. These franchise agreements are negotiated as contracts between the parties and Contract law is very important in franchise situations.

New Incorporations
When a "company" or "corporation" is created, a new legal entity comes into being. A company has the same legal rights as a natural person. This means that it can acquire assets, go into debt, enter into contracts and sue or be sued - all in it's own name. In some instances it can even be found guilty of committing a crime. A corporation's money and other assets belong to the corporation and not to it’s shareholders. A corporation's liability is limited to the assets owned by the corporation. This is known as "limited liability".

When a business is incorporated, it's separate legal status, property, rights and liabilities continue to exist until the corporation is dissolved, even if one or more shareholders or directors sell their shares, die or leave the corporation.

Generally speaking, the shareholders of a corporation are not responsible for the debts of a corporation. If the corporation goes bankrupt, a shareholder will generally not lose more than his or her investment. Creditors also cannot sue shareholders for liabilities (debts) incurred by the corporation, even though shareholders are owners of the corporation. This is that "limited liability" again. This can all change however if the shareholder has provided a personal guarantee for the debts of the corporation.

An Alberta company comes into existence when a “Certificate of Incorporation” is issued.

Because a corporation is a separate legal entity that has no physical form, its activities must be carried out by individuals. Generally these individuals have some financial interest in the corporation and and have some sort of status to act on it's behalf. These individuals can be divided into three categories:

1. Shareholders: Shareholders are the people who own the corporation. They make decisions by voting and passing resolutions generally at a shareholders' meeting. The most important task of the shareholders is to elect the directors of the corporation.
   
   
2. Directors: A corporation must have at least one director. The directors supervise the management of the corporation's business. The directors are also responsible for appointing the corporation's officers.
   
   
3. Officers: A corporation's officers hold positions such as president, chief executive officer, secretary and chief financial officer. In general, officers are responsible for managing and executing the corporation's day-to-day business. Their duties are often set out in the by-laws of the corporation.

An individual may hold more than one of the above positions in a Calgary corporation. For example, the same individual may be a shareholder, a director and an officer, or even the sole shareholder, sole director and sole officer.

Calgary corporate lawyers typically have on-going, even long term relationships with the companies they work for. A corporate lawyer may do work for hundreds of corporations in any given year.

The professional association for the lawyers in Alberta is the Law Society of Alberta and all lawyers must be registered there and be in good standing in order to work as a lawyer.

It is important, in considering your Calgary corporate lawyer requirements that you select someone that is practical, experienced and knowledgeable of exactly how things work in Calgary. They should have an office in Calgary which is staffed full time and have been there for some years. We are that counsel.

We are that counsel.  We are that law firm.  We are your Calgary Corporate Lawyers.

William "Bill" Ranson, Q.C.

Miles Davison LLP
1600, Bow Valley Square II
205 - 5th Avenue SW
Calgary, AB
T2P 2V7

If you need a corporate commercial lawyer, call Bill Ranson, Q.C. today.

Over 30+ years experience

Call Today: (403) 298-0383