FAQ

Yes, any communication to a lawyer is confidential and covered by solicitor-client privilege. Solicitor-client privilege attaches itself to disclosure of confidential information to a lawyer, even if you do not retain that lawyer. With that being said, that does not mean that the lawyer speaking to you during the consultation is your lawyer. You will have to formally engage the lawyer before any lawyer-client relationship is created.

Yes, before speaking to any lawyer you will have to provide some personal information about yourself. This information is confidentially maintained by the lawyer.

Yes, lawyers usually charge in one of two ways: (1) by the hour, where the lawyer's hourly rate is multiplied by the number of hours they have worked on your matter; and (2) through block fees, which cap costs for a range of services detailed by the lawyer.

Pro bono refers to work done for a client with low income. Generally, we do not provide these services. Ontario has many aid clinics available to individuals with low income. It is a good idea to contact such clinics to find out more information.

One of the first steps a startup should take is to incorporate a corporation. Usually a corporation is the most suitable business structure for tech startups.

While there is no best answer to this, it should be noted that the federal incorporation process may take longer, especially if a name is desired. Federal corporations require annual fees to be paid. Incorporating at the provincial level (in Ontario) does not prevent you from doing business in other jurisdictions of Canada or worldwide. If you incorporate federally, you will still have to register that corporation in a province.

Yes, but different considerations must be contemplated. Please contact us to further discuss the options available to you.

It depends. A lawyer will need to review your minute book to determine the options available.

Again, the answer is it depends. A lawyer will need to review your minute book to determine the options available.

Yes. A minute book is a record of the corporation's constating documents (articles of incorporation, by-laws, and unanimous shareholder agreement), share ownership, resolutions of shareholders, and various other documents, most of which are required by law to be maintained. If you do not have a minute book or your minute book is not up-to-date, it is best to contact a lawyer to discuss the options available.

What is a corporate minute book and why does every Ontario corporation need one?

What is a corporate minute book and why does every Ontario corporation need one?

A corporate minute book is the official record book of a corporation in Ontario and Canada. It contains the documents a corporation is legally required to maintain under the Ontario Business Corporations Act or the Canada Business Corporations Act, including constating documents, director and shareholder resolutions, and share issuance records. Every corporation, regardless of size, is required to maintain one.

A minute book is not merely a formality. Under the Ontario Business Corporations Act, the information contained in a minute book may be admissible in evidence as proof of facts stated therein, both before and after dissolution of the corporation. Failing to maintain a minute book exposes a corporation to compliance risk and can complicate share transfers, financing, and future transactions.

• Required contents typically include: constating documents, organizational resolutions, share register, register of directors, and annual resolutions

• Format: A minute book may be maintained as a physical binder or in an electronic format

• Maintenance: A minute book should be reviewed and updated at least once per year

Contact SLC Law to speak to a corporate lawyer about organizing or maintaining your corporation's minute book.

There are options available to ensure that founders contribute to the startup. One option is to have shareholder agreement and restricted stock agreement in place that restricts the number of shares that vest from the onset of the corporation, and delays vesting of such shares to a later period.

No, in a private company shares can only be provided to certain individuals. Please speak to a lawyer to determine if the individuals you have in mind qualify. If shares are traded to individuals who do not qualify, then certain securities requirements must be met.

Yes, there are a number of considerations, especially when it comes to volunteers. It is very important that before entering into a volunteer arrangement you consult a lawyer. Your conduct is especially important when interacting with volunteers.

What are the key steps a new business owner should take after incorporating a company in Ontario?

After incorporating a company in Ontario, there are several immediate steps a business owner should take to ensure the corporation is properly organized and legally compliant. The most important of these is organizing the corporation's minute book, which must contain the records required by the Ontario Business Corporations Act. Failing to address post-incorporation obligations promptly can result in compliance gaps that are more difficult and costly to resolve later.

Key post-incorporation steps include:

1. Organize the minute book: Ensure constating documents, organizational resolutions, and share issuance are properly prepared and recorded.

1. Establish Employment Relationships: Depending on your need for employees, you may need to comply with employment laws, including the Employment Standards Act.

1. Open a bank account: Establish a corporate bank account to separate personal and business finances.

1. Register for tax accounts: Depending on your business activity, you may need to register for a GST/HST account or other tax accounts with the Canada Revenue Agency.

1. Obtain business licences and permits: The licences required will depend on your industry and municipality.

1. Maintain ongoing compliance: Ontario corporations are subject to annual filing obligations and ongoing record-keeping requirements. Your minute book should be updated at least yearly.

Contact SLC Law to speak to a corporate lawyer about your post-incorporation obligations.

You have a couple options available. Please contact a lawyer to discuss your options.

This question has no straightforward answer. Before obtaining any registered IP rights, a good way to protect a concept before disclosing that concept to another entity is by having that entity enter into a Confidentiality Agreement / Non-Disclosure Agreement (NDA). However, there are certain considerations to take into account, which you should discuss with a lawyer.

A UDRP complaint provides two relief options: to have the alleged infringing domain suspended or transferred to you, provided that you are successful with the UDRP complaint. If you are successful with a UDRP complaint and have elected to have the domain transferred to you, then you should be able to obtain the domain in question. However, a UDRP does not provided you with a claim to all domains containing the second-level domain name, nor is it a determination of your trademark rights.

There are a few options when it comes to enforcing your trademark rights over a domain squatter.

There are a few options when it comes to enforcing your trademark rights over a domain squatter. The two main effective options are to litigate in court or to submit a domain dispute complaint (i.e. a UDRP) to a domain arbitrator. The domain dispute process is usually the most cost-effective and efficient. Due to the internet spanning worldwide, if you were to receive a judgment over the dispute in a court, it may be difficult to enforce such a judgment in another part of the world. Also, litigation over these items can be costly, as opposed to the UDRP complaint.

Yes, there are a couple of effective options available. It is best to contact a lawyer to discuss your options.

Yes, there are options here. It is best to contact a lawyer to discuss your options.

Before taking any steps when receiving letters claiming copyright infringement, it is best to contact a lawyer.

Sometimes a lawyer is also a patent agent. A lawyer obtains a law degree and passes the bar exam to become a lawyer in Ontario. After the lawyer is called to the bar, the lawyer can provide legal advice. A patent agent usually has a scientific background, must work for 24 months in the area of Canadian patent law and practice, and pass the requisite patent agent exams. A patent agent can then represent applicants in the presentation and prosecution of applications for patents or in other business before the Patent Office.

Sometimes a lawyer is also a trademark agent. A lawyer obtains a law degree and passes the bar exam to become a lawyer in Ontario. After the lawyer is called to the bar, the lawyer can provide legal advice. A trademark agent must work for 24 months in the area of Canadian trademark law and practice, including preparing and prosecuting trademark applications, and pass the requisite trademark agent exam. A trademark agent can then represent applicants in the presentation and prosecution of applications for the registration of a trade-mark or in other business before the Trade-marks Office.

What are the main categories of intellectual property that can be protected in Canada?

There are five main categories of intellectual property that can be protected in Canada: copyrights, trademarks, patents, industrial designs, and trade secrets. Each category protects a different type of intangible asset, and the appropriate form of protection depends on the nature of the intellectual property at issue. Protection may be achieved through formal registration or through contractual means, and these methods are not mutually exclusive.

• Copyright: Protects original works such as art, music, literature, and software. Copyright arises automatically upon creation of an eligible work under the Copyright Act.

• Trademark: A sign or combination of signs used to distinguish goods or services from those of others. A registered trademark provides the exclusive right to use that mark throughout Canada.

• Patent: A government-granted monopoly that excludes others from making, using, or selling a patented invention, as defined under the Patent Act.

• Industrial Design: Protects the visual features, shape, configuration, pattern, or ornament, of a finished article, as governed by the Industrial Design Act.

• Trade Secret: Canada has no formal trade secret registration process. However, trade secrets may be protected through contractual obligations and have been recognized by the Supreme Court of Canada.

It is important to speak to an intellectual property lawyer to identify your IP assets and develop a protection strategy suited to your business.

It depends, but it is never advised.

It is highly recommended to retain a lawyer when it comes to litigation. Court procedure can be quite complicated. When coupled with the complexities of the law, it is best to seek advice from a lawyer.

Service can be a complex issue. It is best to contact a lawyer to assist you with your matter. Service is a complex procedural issue, which requires careful consideration.

For most civil matters in Ontario, the limitation period can be two (2) years from the date that the claim was discovered. Please note that there is much more to this and it is best to contact a lawyer to evaluate whether you have a limitation issue. The limitation period can be shorter or longer depending on the issue.

No, court is usually, and should be treated as, the last resort in a dispute. There are alternate ways to resolve a dispute. SLC Law can assist with alternate dispute resolution (ADR).

Yes, various privacy laws in Canada require a privacy policy.

It is not recommended to use a general development agreement. Every arrangement is unique, and every agreement should be customized to match the arrangement. Most online agreement are drafted without consideration of your needs, generically, using foreign laws, and with no consideration of the laws applicable to your situation.

It is not recommended to use a commercial lease not drafted by your lawyer. Commercial leases are complex and it is best to retain a lawyer.

Why should a business register a trademark in Canada rather than relying on common law rights?

Why should a business register a trademark in Canada rather than relying on common law rights?

Registering a trademark in Canada provides legal protections that common law trademark rights do not. A registered trademark grants the owner the exclusive right to use that mark throughout all of Canada, regardless of where the mark has actually been used in commerce. Common law rights, by contrast, are generally limited to the geographic area in which the mark has been actively used.

Additional benefits of trademark registration in Canada include:

• Nationwide exclusivity: Registration establishes rights across Canada, not just in the regions where the mark is currently used.

• Presumption of ownership: A registered trademark is presumed valid, which strengthens your position in any dispute.

• Deterrent effect: A registered trademark listed in CIPO's public database discourages third parties from adopting a confusingly similar mark.

• Renewability: A Canadian trademark registration is renewable indefinitely, providing long-term brand protection.

• Enhanced brand reputation: Registration signals to clients, customers, and investors that your brand is formally recognized and protected.

It is advisable to speak to a trademark lawyer and licensed trademark agent before filing to ensure your mark is registrable and your application is prepared correctly.