What to Bring to a Corporate Consultation

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Why a little preparation helps

A first consultation with us takes 30 minutes, by video or in person. For a new company, that is enough time to settle the shape of the corporation; for an existing one, enough to see what is in order and what is not. Each item on the lists below connects to a rule in Ontario’s Business Corporations Act (OBCA) or a filing the province requires, so the meeting can go straight to the decisions that matter. This page supports our main corporate law page. Unfamiliar terms are defined in our glossary.

If you are starting a new company

A name, or a decision to use a number. A named corporation needs a name that meets the OBCA’s rules and, in most cases, a name search report; a numbered company gets a number assigned by the Director under section 8. We compare the two in numbered or named company.
Ontario or federal. If you expect to operate across Canada, or want name protection beyond Ontario, say so; see Ontario or federal incorporation.
The people. Who will be the directors, officers and shareholders. Section 118(1) disqualifies anyone under 18, anyone found incapable of managing property, anyone who is not an individual and anyone who is bankrupt from being a director.
The registered office. Section 14(1) requires a registered office in Ontario at all times.
Ownership. How the shares will be split, what each person will pay or contribute, and whether you want more than one class of shares.
A holding company? If any owner wants to hold through their own company, bring that up early; see what a holding company is.
Your accountant’s name. Share structure has tax consequences, and we work alongside your accountant.

If you are reviewing an existing company

The minute book, paper or digital, with the articles, by-laws, resolutions and registers that section 140 of the OBCA requires. If you are not sure what is in it, our page on what goes in a minute book explains.
Any shareholders’ agreement, and any later amendments.
Your Ontario Business Registry record, showing the directors, officers and addresses on file.
Recent financial statements, if the review is for a sale, a financing or a new investor.
Key contracts: leases, major customer or supplier agreements, franchise or licence agreements, and employment contracts, especially any with non-compete clauses.
A short note of what has changed since the company was set up: new owners, departed directors, share transfers, property bought or sold.

If the matter is a franchise or a licence

We act for both sides of franchise arrangements: for franchisees reviewing a franchisor’s disclosure document and franchise agreement, and for business owners setting up a franchise of their own. We also prepare licences that let another business use a brand or other intellectual property for a fee, without the complexity of a full franchise. Before the meeting, our guide to Ontario franchise disclosure explains the documents a franchisor must give.

Buying a franchise: bring the disclosure document and the franchise agreement exactly as you received them, any lease or sublease for the location, and a note of the dates you received each document.
Franchising your own business: bring a description of the business model, any trademark registrations or applications, your current operations manual if one exists, and the territory you have in mind.
Licensing a brand: bring details of what is being licensed, who owns it, and the fee arrangement you are considering. A licence can sometimes be a franchise in law; see licensing or franchising.

Our corporate law page describes this work under franchising. Brand licences are covered under licensing.

How the first meeting runs

The 30 minutes usually follow the same pattern. We start with what you want to achieve: a new company, a clean-up, a partner joining, a sale or a contract. We then look at the documents you brought, or the details you wrote down, and point out anything that changes the plan, such as a missing register, a shareholders’ agreement that does not deal with exits, or an employment contract with a clause that no longer works. We finish with a recommended next step, and after the meeting you receive a clear quote before any work begins.

What each item helps decide
Item	What it settles	Rule or filing behind it
Name or number	Whether a name search is needed, and the corporation’s legal name	OBCA ss. 8 to 10
Directors	Who can serve, and who owes the directors’ duties	OBCA ss. 118, 134
Registered office	Where the records are kept, unless the directors designate another place in Ontario	OBCA ss. 14, 140
Share split and classes	The articles and the first share issue	OBCA ss. 22, 23, 141
Who ultimately controls the company	The register of individuals with significant control	OBCA s. 140.2
Existing minute book	Whether records need catching up	OBCA s. 140
Registry record	Whether a notice of change or annual return is overdue	Corporations Information Act ss. 3.1, 4
Employment contracts	Whether restrictive clauses are still valid	Employment Standards Act, 2000, s. 67.2

What happens after the first meeting

Consultation. A 30-minute conversation, by video or in person, about the business and what you want to achieve.
A clear plan and quote. We explain the options, recommend one, and tell you what it will cost before any work begins.
We draft, you sign. The articles, by-laws, organizational resolutions and registers for a new company; or the catch-up resolutions, registers and filings for an existing one.
We stay on file. Annual minute books, and a review when the business or your family changes.

What changes what you need to bring

You are buying or selling a business

Bring the letter of intent or offer if there is one, and the other side’s details. A sale changes the checklist entirely; see buying or selling a business.

Partners are joining or leaving

Bring the current shareholders’ agreement and a note of what each partner expects. Our page on shareholders’ agreements explains what one should cover.

The records are years behind

Bring whatever you have, plus bank records of share payments. We describe the process in how to fix years of missing corporate records.

Your estate plan depends on the company

If your will or powers of attorney deal with your shares, bring them too. Our page on estate planning for business owners explains why the two should be read together.

Example

For example, imagine Elena and Farid plan to start a Markham catering company. Before the video consultation, they write down: a numbered company is fine for now; both will be directors; Elena will own 60% and Farid 40%; Farid wants to hold his shares through his existing holding company; the registered office will be Elena’s home in Markham; and their accountant is already advising them.

In 30 minutes, those notes settle most of the structure. Farid’s holding company means the register of individuals with significant control will list Farid personally, because it looks through to the individual. The 60/40 split points to a shareholders’ agreement that deals with decisions, exits and deadlock. They leave with a recommended plan and, shortly after, a quote.

Common mistakes before a first meeting

Choosing a name and printing materials before checking it. The name has to meet the OBCA’s rules first.
Leaving the split undecided. Even a rough split lets the share structure be designed.
Forgetting the minute book. For an existing company, it is the single most useful document.
Not mentioning a holding company or a trust. They change the structure and the significant control register.
Leaving the accountant out. Share structure and tax planning should be done together.

What to do this week

Write down the proposed name, or decide on a number.
List the directors, officers and shareholders, and the share split.
Decide on the registered office address in Ontario.
For an existing company, find the minute book and any shareholders’ agreement.
Look up your Ontario Business Registry record.
Request a consultation: 30 minutes, by video or in person.

Frequently asked questions

Do I need a name before the meeting?

No. Many owners start with a numbered company and add a name later. We can discuss both options.

Should all the future shareholders attend?

It helps if the main owners join, because the decisions affect each of them. Each owner may also want their own advice on a shareholders’ agreement.

Can we meet by video?

Yes. You can meet by video from anywhere in Ontario, or in person at our Richmond Hill office.

What if our minute book is missing?

Bring whatever you have. Missing records can be rebuilt, and the sooner the better.

How do I know what it will cost?

After the consultation, we give you a clear quote before any work begins.

Can you also prepare our wills?

Yes. We practise estate planning as well as corporate law, and we often prepare an owner’s wills and powers of attorney alongside the company’s documents.

Sources

This page is general information about Ontario law, not legal advice for your situation. It reflects the law as of October 26, 2026.

What should you bring when you incorporate or review a company?