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Toronto Business Lawyers

Business Lawyers
Who Think Like Entrepreneurs

Our business lawyers are operators and advisors, not just legal technicians. We understand what it means to build something, and how to protect it.

Everything in Corporate & Commercial

Wherever your business is in its life.

From incorporation through to sale.

What We Handle

Practice Areas

Business Incorporation

Incorporating federally or provincially, shareholder agreements, by-laws, and the legal structure that protects you from day one.

Commercial Contracts

Drafting, reviewing, and negotiating contracts that protect your interests, supply agreements, service agreements, NDAs, and distribution deals.

Mergers & Acquisitions

Share purchases, asset acquisitions, due diligence, and post-merger integration for businesses at every stage of growth.

Business Advisory

Strategic legal counsel for founders and executives. We sit at the table with you and help you make decisions, not just document them.

Shareholder Disputes

Deadlocks, oppression remedies, and shareholder disputes handled efficiently, with litigation as a last resort, not a first instinct.

Global Strategy

International business establishment, cross-border transactions, and global mobility planning for companies entering or operating in Canada.

Your Team

The Team
On Your File

Jay Choksi
Senior Counsel
Corporate and commercial matters with a dedicated India Practice. Fluent in English and Gujarati.
Matthew Ram
Partner | Corporate & Entertainment Law
Over a decade advising businesses from startups to multinational corporations. Handles corporate structuring, commercial transactions, and entertainment law. Acts for production companies, talent, and distributors across Canada.
Monique Chanderpaul
Closing Manager, Corporate
Manages corporate closings, commercial transactions, and compliance documentation. Coordinates funds, registration, and filing for business and investment matters.
Jia Junaid
Commercial Lawyer
Advises on commercial contracts, corporate structuring, and regulatory compliance. Handles business transactions, partnership agreements, and commercial disputes.
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No Pressure.

Complimentary introductory call for most matters. 4.8★ Google. 24/7/365.

Frequently Asked Questions

Your Questions,
Answered Honestly

We believe you deserve straight answers, not vague promises. Most matters qualify for a complimentary introductory call.

What does a business lawyer do?
A business lawyer advises on corporate structure, contracts, compliance, transactions, and disputes, protecting your company at every stage of growth.
Do I need a lawyer to incorporate in Ontario?
You can incorporate without a lawyer but it is strongly advisable to have one structure your shareholder agreement, by-laws, and initial contracts correctly from the start.
How much does it cost to incorporate a business in Ontario?
Incorporation costs in Ontario typically range from $500 to $2,000 in professional fees, depending on complexity. This covers corporate filing fees (approximately $360 for Ontario corporations, $200 for federal), document preparation, and legal advice. Additional costs may apply for trademark searches, business license applications, or organizational meetings. At Lexaltico LLP, our corporate lawyers provide transparent pricing and can discuss cost-saving options during your free introductory call at 416-333-6200.
What is the difference between incorporating federally vs. provincially in Ontario?
A provincial incorporation under the Ontario Business Corporations Act (OBCA) operates only in Ontario and is typically simpler and less expensive. A federal incorporation under the Canada Business Corporations Act (CBCA) allows your company to operate across all provinces and territories with a single license. Federal incorporation costs slightly more but provides national scope and may be beneficial if you plan to expand beyond Ontario. Our corporate lawyers in Brampton, Milton, Mississauga, North York, and Oakville can advise which structure best suits your business plans.
Do I need a shareholders' agreement for my incorporated business?
Yes, a shareholders' agreement is highly recommended even for small corporations. It establishes clear rules for ownership percentages, decision-making, profit distribution, dispute resolution, and what happens if a shareholder wants to exit or dies. Without a formal agreement, Ontario law defaults to rules that may not match your intentions. This is particularly important for multiple-owner businesses to prevent costly disputes. Lexaltico LLP drafts customized shareholders' agreements that protect your interests and ensure smooth business operations.
What ongoing legal compliance is required after incorporating in Ontario?
After incorporation, you must maintain annual corporate records including minutes of shareholder and director meetings, keep a current shareholders' register, file annual reports with the Ontario government, comply with the Employment Standards Act when hiring employees, and maintain proper accounting records. The Business Corporations Act also requires you to hold annual meetings and update by-laws as needed. Lexaltico LLP offers ongoing corporate governance support to ensure your business stays compliant with all Ontario and federal requirements.
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We respond within 24 hours* on business days. For urgent matters, call +1 416 333 6200 . Answered 24/7.
Important Notice: Contacting us does not establish a solicitor-client relationship. Such a relationship is only formed when the firm has expressly confirmed in writing its agreement to act on your behalf.
Consultation Fees: The complimentary introductory call is a brief introductory conversation to understand your situation and explain how we may be able to help. It does not include a review of your documents, and no legal advice is given during it. Lexaltico LLP charges a fee for substantive consultations, including civil litigation, criminal defence and immigration matters. The firm may waive that fee at its discretion. Any fee is disclosed to you in advance and credited in full toward your account if you retain us. Your documents are reviewed and legal advice is given only at a paid consultation or once the firm has been retained. No solicitor-client relationship arises until confirmed in writing.
* Response times may be longer when our lawyers are in trial, on statutory holidays or weekends, or in the event of unforeseen circumstances. We will always reply within 48 hours. For urgent matters, call +1 416 333 6200 . Answered 24/7.
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Find Us

Our Offices & Where We Operate

4+ Offices across Ontario, international desks. Same standard. Wherever you need us.

Toronto, Downtown
55 University Ave
Suite 1100, M5J 2H7
Nearby
⚖︎ Osgoode Hall, 3 min walk
⚖︎ Ontario Superior Court, 5 min
◎ St Andrew Station, 2 min walk
◎ Bay St Financial District

Your Legal Team

Lawyers licensed by the Law Society of Ontario
Incorporation, shareholder agreements and commercial contracts
TORONTO IN PARTICULAR

The City Where the Counterparty Has Counsel

Toronto is where our clients most often find themselves across the table from a firm several times our size. That changes the preparation rather than the position. A well drafted shareholder agreement, complete due diligence and a clear record of what was agreed are worth more against a large opponent than volume of correspondence, and they are what makes a negotiated outcome available at all.

The city concentrates the things that make commercial work complicated. Securities questions arise early for companies raising money, because Ontario has its own regulator and its own prospectus exemptions, and a founder who takes an investment on a handshake creates a problem that surfaces at the next round rather than immediately. Commercial leases in the core carry terms that would be unusual elsewhere. Employment agreements for senior hires are negotiated rather than presented.

Complex commercial disputes in Toronto are managed on the Commercial List at 330 University Avenue, which handles corporate, insolvency and shareholder matters with judges who see them constantly. It is a faster and more predictable forum than the general list, and knowing whether a matter belongs there is part of deciding how to run it.

Client Stories

Hear From Our Corporate Law Clients

Video testimonials coming soon

4.8★★★★★

Based on 270+ Google Reviews

“I had the absolute pleasure of working with two lawyers from Lexaltico on different matters. The level of professionalism, expertise, and care was consistently exceptional. They take the time to thoroughly understand your situation and proactively problem-solve.”
SJR, Google Review Share Your Experience
4.8★★★★★
260+ verified reviews
Read All Reviews Leave a Review on Google
★★★★★
“I had the absolute pleasure of working separately with two lawyers from Lexaltico — Pooja Lassi and Matthew Ram — on different matters. The level of professionalism, expertise, and care demonstrated by each of them was consistently exceptional. They do not simply service your needs — they take the time to thoroughly understand your situation and proactively problem-solve.”
SJR
★★★★★
“I had the absolute pleasure of working separately with two lawyers from Lexaltico — Pooja Lassi and Matthew Ram — on different matters. The level of professionalism, expertise, and care demonstrated by each of them was consistently exceptional. They do not simply service your needs — they take the time to thoroughly understand your situation and proactively problem-solve.”
SJR
STARTING OUT

Incorporation Is a Structure, Not a Formality

Incorporating is cheap and fast, which is precisely why it is so often done badly. A corporation can be registered online in an afternoon with default share provisions, a single class of shares, and no thought given to who holds what or what happens when the founders disagree. The cost of that afternoon usually arrives three years later, when the business has value and the structure cannot accommodate what the owners now want to do.

In Ontario a corporation may be created under the Business Corporations Act, R.S.O. 1990, c. B.16, or federally under the Canada Business Corporations Act. The choice affects name protection, where you can carry on business without further registration, residency requirements for directors, and the ongoing filing burden. It is not a coin toss, and it is worth ten minutes of advice rather than a guess.

Share structure is the decision that matters most and receives the least attention. Whether there are multiple classes, whether any carry votes without value or value without votes, whether a holding company sits above the operating company, and whether a family trust is appropriate all bear on how profits are distributed, how the business can be sold, and what tax planning remains available later. Restructuring afterwards is possible and is considerably more expensive than getting it approximately right at the outset.

OWNERS AND PARTNERS

The Agreement You Write While Everyone Agrees

A shareholder agreement is drafted during the period when the parties get on, in order to govern the period when they may not. That is the whole point of it, and it is why the objection that everyone is on the same page is not a reason to skip it but the reason to do it now. People on the same page write fair terms. People in dispute do not.

The provisions that earn their keep are the ones nobody wants to discuss. What happens if a shareholder dies, becomes disabled, divorces, goes bankrupt, or simply stops turning up. How shares are valued when someone exits, and who pays for the valuation. Whether a departing shareholder must sell, and whether the others must buy. How a deadlock between two equal owners is broken. What a shareholder may do in competition after leaving.

Where relationships have already broken down, the corporate statutes provide remedies. The oppression remedy protects shareholders, directors, officers and creditors against conduct that is oppressive, unfairly prejudicial or unfairly disregards their interests, and it is deliberately broad. There are also derivative actions, and in the right circumstances an application to wind up the corporation. These are litigation tools, they are expensive, and they are what a shareholder agreement exists to make unnecessary.

Directors carry personal duties that survive the corporate veil. A director must act honestly and in good faith with a view to the best interests of the corporation, and must exercise the care, diligence and skill of a reasonably prudent person. There is also personal liability in defined circumstances for unpaid wages, unremitted source deductions and certain tax amounts. Accepting a directorship as a favour to a friend is not a neutral act.

CONTRACTS AND DEALS

Buying, Selling and the Shape of the Deal

When a business changes hands, the first structural question is whether the buyer is acquiring shares or assets. A share purchase transfers the corporation as it stands, including its history and its liabilities, known and unknown. An asset purchase takes selected assets and leaves the corporate shell behind. Buyers generally prefer assets and sellers generally prefer shares, for reasons that are as much tax driven as legal, and the negotiation between those positions shapes everything that follows.

Due diligence is where deals are repriced or abandoned. Corporate records that were never maintained. A lease that cannot be assigned without a landlord's consent nobody has asked for. Employees whose entitlements on termination are larger than the buyer assumed. Intellectual property developed by a contractor who never assigned it. Customer contracts terminable on thirty days notice. None of these are visible from financial statements.

In the commercial contracts a business signs day to day, the clauses that decide outcomes are rarely the ones that get read. Limitation of liability. Indemnity, and who gives it to whom. Termination and what survives it. Governing law and where a dispute must be brought. Whether payment terms are enforceable in practice or aspirational. A short, well drafted agreement beats a long borrowed one, and a template downloaded from another jurisdiction can be worse than no agreement at all.

SUCCESSION AND ONGOING COUNSEL

Leaving Well, and Being Advised Continuously

Succession planning is where corporate work and estate work meet, and treating them separately is how families end up litigating. The shares of a private company are frequently the largest asset in an estate, they may be illiquid, and the people who will inherit them may not be the people running the business. A will that divides an estate equally can accidentally hand control to someone with no interest in exercising it.

Planned exits take years rather than months. Whether the business is passing to family, to management, or to a third party, the structure that makes the transfer efficient usually has to be in place well before the transaction. That is a reason to start the conversation while retirement is still theoretical.

Many businesses need legal input regularly and cannot justify an in house lawyer. Fractional general counsel is an arrangement for exactly that position: a defined ongoing relationship rather than a series of emergencies. The practical benefit is not the hourly rate. It is that someone who already knows your contracts, your structure and your risk tolerance is available when a decision needs to be made this week, and that the small questions get asked at all.

Not for profit and charitable organisations sit in their own regime, governed in Ontario by the Not for Profit Corporations Act. Directors of these organisations are volunteers who frequently do not realise they carry duties comparable to those of a commercial director. Governance, bylaw compliance and conflict of interest handling are worth attention before a problem rather than after one.

HOW WE WORK

What to Bring, and What to Expect

Bring the minute book if one exists, the articles, any shareholder or partnership agreement, and the contracts that carry the business, meaning the lease, the principal customer and supplier agreements, and the employment agreements. If the minute book has not been kept up, say so at the outset. It is extremely common, it is fixable, and it is far cheaper to fix before a transaction than during one.

Expect the first conversation to cover risk allocation rather than paperwork. Where is this business exposed, what would a failure actually cost, and is the money better spent preventing it or insuring against it. Some risks are worth accepting. Advice that treats every risk as unacceptable is not advice, it is a quote.

Expect us to work with your accountant rather than around them. Structure decisions have tax consequences, and the best legal structure that ignores tax is not the best structure. Where the two disciplines need to agree, it is faster and cheaper to get them in the same conversation at the start.

STAYING COMPLIANT

The Filings Nobody Enjoys and Everyone Needs

A corporation is a continuing legal person with continuing obligations. Annual returns must be filed, changes of directors and officers recorded, and the corporate records kept current in the minute book. Ontario corporations transact this through the Ontario Business Registry, and the practical reality is that a great many businesses stop attending to it once the initial excitement of incorporating has passed.

The cost of neglect is deferred rather than avoided. It surfaces when a bank asks for a certificate of status before advancing funds, when a buyer's lawyer conducts due diligence and finds a decade of missing resolutions, or when a dispute among shareholders turns on who was validly appointed and when. Reconstructing years of records under transaction pressure is expensive and occasionally impossible.

Corporations are also now subject to transparency requirements around individuals with significant control, and the register that records them is not optional. Alongside that sit the ordinary obligations that catch growing businesses off guard: privacy compliance where personal information is collected, employment standards as headcount rises, and registration in other provinces once the business genuinely carries on there rather than merely selling into them.

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