Every business that operates in Canada — regardless of its size, industry, or stage — functions within a corporate legal framework that governs its structure, its ownership, its governance, and its commercial relationships. Getting that framework right requires ongoing attention as the business grows, takes on investors, hires employees, and enters into commercial transactions. At DOBRMAN, we help businesses, entrepreneurs, and founders in Calgary and across Canada approach corporate law proactively — building the right legal structures before problems arise.
Corporate liability protection. A corporation is a distinct legal entity — separate from its founders, shareholders, directors, and officers. This separation means that, in most circumstances, the personal assets of shareholders are protected from the liabilities of the corporation. Understanding the boundaries of limited liability protection, and how it can be preserved or lost, is a foundational corporate law concept for any business owner considering incorporation.
Shareholder agreements. A shareholder agreement is a private contract between the shareholders of a corporation that governs their rights and obligations in relation to the business. It is one of the most important corporate law documents a business can have — addressing decision-making, share transfers, exit mechanisms, and dispute resolution in ways that go beyond the default rules set out in corporate legislation.
Corporate governance. Corporate governance refers to the rules, processes, and structures by which a corporation is directed and controlled. In Canada, corporate governance obligations — including the maintenance of minute books, the holding of annual meetings, and the filing of required returns — are established by statute and apply to all incorporated businesses regardless of size.
Director’s and officer’s duties. Under Canadian corporate law, directors and officers of a corporation owe statutory and common law duties to the corporation — including a duty of care and a fiduciary duty to act honestly and in good faith with a view to the best interests of the corporation. Understanding these duties — and the personal liability that can arise from breaching them — is an important corporate law consideration for anyone serving in a director or officer capacity.
Intellectual property ownership. Corporations do not automatically own all of the intellectual property created by the people who work for them. The ownership of IP created by employees, contractors, and co-founders depends on the terms of the relevant agreements and the circumstances of its creation. Ensuring that a corporation’s IP — including its software, brand, creative works, and proprietary processes — is properly assigned to and owned by the corporation is a fundamental corporate law and IP consideration, particularly for technology and creative businesses.
Business Corporations Act, RSA 2000, c B-9 — Governs the incorporation, governance, and dissolution of Alberta corporations, including the rights and obligations of directors, officers, and shareholders.
Canada Business Corporations Act, RSC 1985, c C-44 — The federal counterpart to Alberta’s Business Corporations Act, governing federally incorporated corporations operating across Canada.
Employment Standards Code, RSA 2000, c E-9 — Establishes minimum employment standards in Alberta, governing the terms on which corporations engage employees.
Securities Act, RSA 2000, c S-4 — Alberta’s provincial securities legislation, relevant to corporations that issue shares or raise capital from investors in Alberta.
Income Tax Act, RSC 1985, c 1 (5th Supp) — Canada’s federal income tax legislation, which governs the tax treatment of corporations, shareholder transactions, and corporate distributions and is a critical consideration in corporate structuring decisions.
Disputes between co-founders and shareholders. Conflicts between the founders or shareholders of a corporation are among the most disruptive corporate law issues a business can face. Disagreements over decision-making authority, equity distribution, roles within the business, or exit terms can threaten the viability of the entire enterprise. A well-drafted shareholder agreement is the most effective tool for preventing and managing these disputes.
Inadequate or missing corporate records. Under corporate law, corporations in Alberta and federally incorporated companies are required to maintain accurate and up-to-date corporate records — including minute books, share registers, and resolutions. Inadequate corporate records can create problems in financing transactions, business sales, and regulatory compliance, and are a common issue for businesses that incorporated without ongoing legal support.
Breach of directors’ and officer’s duties. Under corporate law, directors and officers of Canadian corporations owe statutory and fiduciary duties to the corporation. Breaches of these duties — including self-dealing, conflicts of interest, and failure to act in the best interests of the corporation — can give rise to personal liability and derivative actions brought on behalf of the corporation. Understanding and complying with these duties is a fundamental corporate governance obligation for anyone serving in a director or officer capacity.
Unauthorized or defective corporate acts. Corporate acts taken without the proper authority — including contracts signed without board approval, share issuances not authorized by the articles, and resolutions passed without the required quorum — can be challenged as invalid under Canadian corporate law. Ensuring that significant corporate decisions are properly authorized and documented is a fundamental corporate governance obligation.
What does a corporate lawyer do? A corporate lawyer assists businesses, founders, and entrepreneurs with the legal aspects of structuring, governing, and growing a corporation — including incorporation, shareholder agreements, corporate governance, commercial contracts, and financing transactions. A corporate lawyer helps clients choose the right corporate structure, documents ownership arrangements, drafts and reviews commercial agreements, advises on director and officer duties, and assists with business acquisitions and investment transactions. At DOBRMAN, our corporate law practice is focused on helping startups, technology companies, creative businesses, and entrepreneurs in Alberta and across Canada build corporate legal foundations designed for long-term growth.
When should I incorporate my business? There is no single answer to when a business should incorporate — the right timing depends on the nature of the business, its risk profile, its revenue, and its plans for growth. In general, incorporation becomes more important as a business takes on clients, enters into contracts, hires employees or contractors, develops intellectual property, or seeks external investment. Many businesses in Alberta choose to incorporate early to take advantage of limited liability protection and the tax planning opportunities that a corporate structure provides.
Should I incorporate my business in Alberta or federally? Alberta incorporation is generally simpler and less expensive for businesses that primarily operate within the province. Federal incorporation under the Canada Business Corporations Act provides national name protection and may be preferable for businesses that operate or intend to operate across multiple provinces or that anticipate seeking investment from outside Alberta. The right choice depends on the specific circumstances of the business.
What is the difference between a director, an officer, and a shareholder? A shareholder is an owner of the corporation — holding shares that represent an equity interest in the business. A director is elected by the shareholders to oversee the management and direction of the corporation and owes statutory duties to it under Canadian corporate law. An officer — such as a CEO or CFO — is appointed by the directors to manage the day-to-day operations of the business. In small corporations, the same individual often serves in all three capacities simultaneously.
What is a minute book and does my corporation need one? A minute book is the official corporate record of a corporation — containing its articles of incorporation, bylaws, shareholder and director resolutions, share register, and other key corporate documents. Both Alberta and federal corporate legislation require corporations to maintain accurate and up-to-date minute books. A corporation that does not maintain its minute book is in breach of its statutory obligations and may face difficulties in financing transactions and business sales.
What should a shareholder agreement include? A shareholder agreement is a key document in corporate law and typically addresses the election of directors, decision-making thresholds, restrictions on the transfer of shares, pre-emptive rights, drag-along and tag-along provisions, buyout mechanisms, and what happens when a shareholder dies, becomes incapacitated, or wishes to exit the business. The specific terms depend on the nature of the business and the relationship between its shareholders.
This information is for education and entertainment purposes only. It is not intended to be legal, business, or other professional advice to be relied on. Do not make or refrain from any decisions on the basis of this information. Please contact us to receive advice from a qualified lawyer. View our Terms of Service for more information.