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Buying or Selling a Small Business in Canada: What the Legal Process Actually Looks Like
Most people who have never been through a business acquisition assume it is simple: agree on a price, sign some papers, hand over the keys. In practice, buying or selling a small business in Canada is a structured legal process that typically spans 60 to 90 days, involves a series of documents and decision points, and contains at least one choice — the asset versus share purchase question — that can mean a difference of hundreds of thousands of dollars in after-tax proceeds f
Manoug Alemian
Apr 53 min read
Do You Need a Lawyer to Start a Business in Canada? (Honest Answer)
The honest answer is no — you do not need a lawyer to start a business in Canada. You can register a sole proprietorship online for under a hundred dollars, use an online legal platform to incorporate, and find contract templates for free. Many businesses do exactly this, and many of them are fine. But 'fine' has a ceiling. At some point, every serious business hits a moment where the cost of not having involved a lawyer earlier becomes very concrete. The question is not whet
Manoug Alemian
Apr 53 min read
SAFE vs. Convertible Note: Which Is Right for Your Canadian Startup?
When a Canadian startup raises its first outside capital — whether from angels, friends and family, or a pre-seed fund — it typically uses one of two instruments: a SAFE (Simple Agreement for Future Equity) or a convertible note. Both are designed to let founders take in money quickly, without needing to negotiate a full priced round or set a firm valuation. Both convert into equity at a later financing. But they work differently, and the choice between them has real conseque
Manoug Alemian
Apr 53 min read
What Is a Shareholders Agreement and Why Every Canadian Startup Needs One
Ask most early-stage founders whether they have a shareholders agreement, and you will get one of two answers: 'our lawyer is drafting it' or 'we did not think we needed one yet.' Both answers make sense in the moment. Neither is a good reason to skip it. A shareholders agreement is the single most important legal document your startup will sign before it raises money, and the cost of not having one becomes clear at the worst possible time — when a co-founder wants to leave,
Manoug Alemian
Apr 53 min read
How to Incorporate a Startup in Canada: Ontario vs. Quebec vs. Federal
Incorporation is one of the first decisions every founder makes — and one of the most consequential. The entity you choose, and where you incorporate it, affects your liability exposure, your tax position, your ability to raise capital, and how much it costs to maintain your company year over year. In Canada, founders have three main options: incorporate federally under the Canada Business Corporations Act (CBCA), incorporate provincially in Ontario under the Business Corpora
Manoug Alemian
Apr 53 min read
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