Law and Society

Minute book maintenance

This article is part 2 of the minute book series, if you have not organized a minute book, please refer back to the previous post which can be found at .

Small business owners often believe the initial set up of the minute book is sufficient; however, there are a number of changes that require accurate documentation in addition to the annual resolutions including:

  • appointment/ resignation of directors / officers;
  • changes in the registered office address of the corporation;
  • the addresses of directors;
  • change in officers and shareholders (and changes in their addresses);
  • issuance and transfers of shares;
  • address changes for directors and officers, registered office (these also require filings);
  • Articles of Amendment; and
  • Unanimous Shareholder Agreements

There are consequences for corporations that fail to maintain an updated minute book, including but not limited to:

  • Being in default of mandatory government notice filings (this may result in cancellation of the corporation’s charter for non-compliance);
  • Having no actual owners of your business;
  • Being exposed to significant fines or penalties;
  • Directors being held monetarily accountable for non- compliance, failure to maintain proper corporate records and filing appropriate government documents;
  • Canada Revenue Agency audit;
  • Delays when undergoing a C.R.A audit;
  • Previous directors being responsible for actions taken by succeeding directors (if resignations are not documented appropriately);
  • Unable to secure funding: including loans or investment;
  • Additional legal fees to accumulate past corporate records that were inaccurately documented; and
  • New officers and directors will not have access to past records and be less informed of the business changes

Why have a legal professional manage your minute book maintenance?

  • Experts will have the appropriate knowledge to maintain your book
  • You can leave your minute book at their office and know the book is safe
  • Updates will be completed correctly and at appropriate times
  • You will have someone to explain the necessary legal steps to upkeep your minute book

Contact TSP to maintain your minute book today!

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Wait a minute – you need a book for that! Part 1

Congratulations, you have started your own business!! You have done all the right things – you’ve figured out the tools you need, gained clients and even incorporated. Your company has taken off and now you are busy running your business but you might be missing a key part of your business, a legal necessity, a minute-book.

What is a minute book?
A minute book is used to document all important corporate transactions that impact the corporation. Some corporate transactions that are often overlooked are a change in the registered office, accountants and changes in officers (i.e. President or Secretary). The minute book is considered the official record of corporation’s motions.

Many small business owners are unaware of the legal requirement to maintain a minute book. Both provincially and federally, regardless of the size of the corporation, registered businesses are required to hold an annual meeting of shareholders.  Upon speaking to multiple small business owners, the common assumption is that their accountant is responsible for maintaining the corporation. Business owners explain that the accountant has filed the Articles of Incorporation and they file their taxes every year; however, minute books require more.

What can be found in a minute book?

  • Articles of Incorporation
  • By-laws
  • Shareholder certificates
  • Directors’ consents
  • Shareholder resolutions
  • Registers
  • Ledgers
  • Minutes of all meetings
  • Copies of Notices

Is your minute book incomplete? Contact TSP to set up your minute book today!

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Let’s Talk Business! Sole Proprietorship vs. Incorporation

There is arguably nothing more liberating than starting your own business and watching your aspirations come to life but the dream of becoming a business owner also comes with some difficult decisions.

One of the most difficult decisions that a small business owner can make is whether or not to incorporate their company, to take their business from a sole proprietorship to an incorporation.

group of people watching on laptop

Photo by Fox on

For those of you who are wondering what I am referring to, I have outlined the two options for your ease of reference.

In a sole proprietorship structure, you and the business are essentially one in the same. This means, your personal employment income is taxed the same as your business income. If you’re an independent contractor with no plans to expand into a small business, sole proprietorship may be better suited.

Conversely, an incorporated company allows you to have your business as an independent entity, it is legally separate from you. Consequently, you have less personal liability if your business falls into debt. The business owner becomes a shareholder in their corporation. Your business income may also be taxed at a lower corporate rate.

Please refer to the chart below for a more detailed snapshot:


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Sales of Goods Act

With Black Friday and Christmas around the corner – these are some good tips to keep in mind!

The Social Paralegal

Contracts are an essential part of our everyday lives.  In fact, we often enter contracts mindlessly and do not register that we entering into an agreement for instance, when we pay for our groceries. There are various acts that outline contractual agreements in various scenarios.  This post will outline some of the essential aspects of the Sales of Goods Act.

My objective is to inform individuals of their rights as means to better protect their interests. The Sales of Goods Act applies to cases involving a contract for the sale of goods of a value that exceeds $40.00. In order for the contract to be enforceable, it must be writingunless:
1. The buyer accepts all/some/part of the goods. If the buyer accepts part of the goods it makes the contract binding as part of the exchange has been completed.

2. The buyer gives something in “earnest” to bind…

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Legal Research vs. Intellectual Technology

paralegalOne may argue that the backbone of law is legal research but what if legal personnel were no longer required to fill this need?

With technology making its way into every aspect of our lives, it isn’t surprising that incorporated intellectual technology is predicted to overtake simple legal research tasks and replace legal researchers.

On the one hand, this may be a relief to clients as they will no longer be billed for the long hours legal professions spend researching information. Clients will pay a fraction of the price as the intellectual technology will have the ability to obtain the information in a short time span. As legal intellectual technology progresses, the legal searches will become more complex and the answers will be provided much better. Everyone wins! Right? Not exactly.

moneyMany legal professionals, such as paralegals have dedicated a significant amount of their academic careers to master the art of legal research. In larger law firms, lawyers often rely on Paralegals to conduct legal research at a fraction of the cost the lawyers would charge if they had done the research themselves. For an illustration, imagine a lawyer who is paid $300 per hour he/she would charge that amount for every hour spent on finding the answers the client requires. Legal research can vary from a quick 30-minute search to 10 hours of research or more. That’s anywhere from $150 – 3000. Conversely, if a paralegal conducts the search, the lawyer will charge the client much less, for example $100/hr. Consequently, the client pays anywhere from $50 – 1000.

Although many clients believe that $100 for research is excessive, some legal professionals argue that it may seem simplistic but is far from it. Legal professionals are liable for the information they provide, so there is a need for thoroughness. Legal research requires reliable sources which can sometimes result in hours of reading through a statute, case law and government websites. Every issue is treated in a unique manner to assure the best results.

Furthermore, sources are then compared to check for consistency and address any gaps in information. After conducting research, the information is then simplified to ensure that the client can understand what is being conveyed.

What’s your opinion- would you prefer intellectual technology or individuals conducting research on your behalf?

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Points of Discussion:
1. How do you feel about the progression of intellectual technology in the legal field?


Sexual Harassment in the Workplace

shIt seems everyone has a story where they have been victims of unwanted attention from coworkers, clients or employers.  Reflecting on my personal experiences, these comments stand out in particular:

“You always have the prettiest women working for you; where do you find them?” I was working in an accounting office when a man walked in and said this to my employer in front of me, he then looked at me as if I should have been flattered instead of disgusted.

A more recent example, a client had called for information that I did not have on hand so I asked if I could get his number to call him back and he replied with “If I give you my number, can I have yours?” I replied with a stern “no”. He was shocked and said “but you just responded with a no” – I’m not sure what he was expecting to be honest. Although some argue that this is merely “harmless humour”, others would strongly disagree.

Sexual harassment is common in most workplaces; however, the Occupational Health and Safety Act will now include sexual harassment under its code to help protect employees. The proposition of the act is currently being referred to as Bill 132 and will include factors such as: gender, sexual orientation, gender identity expression, sexual solicitation and advances made by a person in a position of power.

shhThe objective is to help victims who are too afraid to take action against such behaviour in their workplace due to power dynamics with the harasser. The idea is that the harasser should know or should reasonably know that such advances would be unwelcomed. The bill will allow the Ministry of Labour to order third-party investigations into sexual harassment complaints. Who will pay for this investigation? The employer, especially in circumstances where the investigation process is faulty or inadequate.

The bill is expected to become effective as of Sept. 8, 2016.  The Occupational Health and Safety Act will set out:

  1. Investigators responsible to oversee the investigation if the accused harasser is the employer;
  2. the means of maintaining confidentiality; and
  3. make conclusions drawn from the investigation available to both the complainant and alleged harasser

Employers would be required to carry out:

1. appropriate investigations;
2. make available written results; and
3. complete annual reviews of the sexual harassment complaints (at minimum)

Have you been harassed at work? What is your story? Leave your thoughts in the comments!

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Terrorism in Orlando

This past Sunday, Orlando U.S was faced with an act of terrorism that left 50 individuals dead and countless individuals traumatized. The attack targeted the LGBTQ community at a nightclub known as Pulse. A man armed with an assault rifle and handgun began shooting in the nightclub during the late hours of the night.

LgbtqAccording to some sources, the man worked for homeland security in the United States. Thus, this man was legally permitted to carry the firearms.  The assailants’ co-worker explained that the assailant had a short-temper when it came to topics regarding women, homosexuality and religion.  The assailants’ ex-wife stated that she had divorced him due to his “bipolar personality” and physical abuse. She also stated that the assailant had a history of using steroids which she believes altered his mental stability. Media sources had stated that the shooter, Omar Mateen had allegedly pledged himself to ISIS.

Today it was revealed that the man had ties to the LGBTQ community, in fact he was a regular at the nightclub. He was also an avid user of gay dating apps. Mateen’s ex-wife later explained on a Portuguese media station that the FBI had asked her not to share that he was gay with media.

Many Muslims are outraged and feel the FBI is orchestrating a hate crime of their own as conflicting theories have been released stating that Mateen had connections with ISIS and Al Qaida, two ideologies that run parallel to each other.

americanIn contrast to Canada, Americans have a legal right to bear arms. June is recognized as PRIDE month in Toronto. The LGBTQ community floods the streets of downtown Toronto to celebrate liberation, acceptance and freedom to be who they are. However, this event in Orlando has left many individuals scared for their safety. In light of the fear, the Canadian government has agreed to provide more security during the PRIDE parade this year.

There have been many attacks against the LGBTQ community including bombings of venues, setting homosexuals on fire and targeted mass shootings. However, some argue that the distinct factor in this case is the high death toll. Members of the LGBTQ community often face stigmatization relating to HIV and AIDS; consequently, LGBTQ members are also more likely to become victims of physical abuse than their heterosexual counterparts. Furthermore, teenagers belonging to the LGBTQ community are more likely to be suicidal than their heterosexual peers. This group of individuals is considered a vulnerable minority due to this harsh reality.

Canada has taken significant steps to embrace the LGBTQ community by proposing legislation to help protect their rights and choices. To read more about the proposed legislation, click on the links below.

What are your thoughts on this incident? How do you think the media handled this tragedy? Leave your thoughts in the comments below.

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