I wonder if anyone else has experienced this. A client decides to incorporate a new business (in this case it’s a holding company) directly on the Ontario Business Registry (OBR) online. It generates a corporation number and some basic Articles of incorporation but that’s it! No corporate resolutions, no share issuance, no minute book… I’m not quite sure how to handle this. Of course I recommended that they see a lawyer but the client has elected not to. Do I draft the corporate resolutions and share certificates for them? Or should I refuse the work? How much would I charge for this?
Interested in hearing if others have been in this scenario. This is the third time it’s happened to me but the first 2 I turned away. Now this is an existing client and I would like to help them.
I’ve incorporated a couple companies (for my son and a friend) through Ownr.co and have helped a couple clients wind-up old defunct corp’s. I don’t do this for more active companies. I tell the client that I’m not insured for doing legal work but more realistically, for me to do resolutions, share issuance, minutes, etc., something is bound to be done wrong. I don’t need that hassle. I would send your client to a lawyer. I know you want to help them. Sending them to a lawyer or maybe even a para-legal(?) would be the best help you can provide, unless you have some special legal know-how.
I have downloaded model resolutions and adapted them for the shareholders/directors to complete. I do not give legal advice but help them to do it all themselves. I download share certificates from the same source for them to complete. i can share the source if you wish.
@obhorst Yes please share the source. Is this a monthly subscription? Do you charge your clients for this? So other than the share certificates and a directors resolution, is there really anything else I need to be concerned about (from an organization perspective) in order to do the T2? The corporation was inactive the first year so it’s just a nil return.
@kevin I have used ownr too and it’s great! If I have clients that insist on DIY, I send them there. But there are the odd ones that do it without asking me.
If they can update the articles of incorporation in OBR.
Corporate resolution is in the minutes books. If they decided that there are shares, they will be subject to audit. This article of incorporation is quite long and it depends upon the type of shares to be issued and voting rights.
https://www.lawdepot.ca I use legal documents from this source. I hate to say this but they are free. I know, I know, on this forum anything free is worth what you paid for it. So be it. I charge my time for helping them. But I do not invoice them for legal advice.