- For your convenience, we offer various legal services remotely (including Real Estate purchase, sales, and refinances)
Home / Practice Areas / Corporate & Commercial Law
At the Law Offices of G. Gord Mohan, we work with entrepreneurs, business owners, and professionals to provide clear, practical legal advice tailored to their goals. We are here to help you navigate incorporation, shareholder agreements, business purchases and sales, commercial leasing, and more.
No matter the size or stage of your business, we take the time to understand your vision and help you protect your interests. Our lawyers and staff are always available to answer your questions and ensure you understand the legal process every step of the way.
We provide legal services for all types of corporate and commercial matters across Ontario.
If you’re seeking legal support for your business, contact our offices for a free consultation.
Thorough and well-drafted Commercial Leases are essential to protecting the interests of the parties involved and preventing future disputes.
When assessing commercial properties, we provide clients with a comprehensive analysis that takes into consideration taxation and business law issues.
We counsel clients regarding issues that may arise during a lease period, such as the
lease term,
payment periods,
and rent increases;
exclusivity;
renewal options
We also advise commercial landowners regarding such issues as
commercial insurance;
and assist in negotiating, writing, and reviewing commercial leases
Call for more information (905)712-1911
We would be pleased to meet with you on a free consultation basis to review your Purchase and Sale Agreement and help with ‘fine tuning’ the agreement to suit your needs including adding the necessary due diligence conditions to make sure that you carry out all investigations before finalizing the transaction.
For over 30 years, we have represented clients in many complex commercial transactions including the buying or selling of businesses and franchises such as major franchised restaurants, hotels/motels, gas stations and commercial plazas.
Call for more information (905)712-1911
Franchise Agreements agreements is typically very skewed and one-sided in the Franchisor’s favour. There are onerous financial clauses in these agreements which exposes the Franchisor to a number of expenses which must be paid by the Franchisor during the franchise term including renewal fees, transfer fees, renovation costs, royalty and advertising fees. Be sure to consult your lawyer before signing such an agreement.
Call for more information (905)712-1911
A large part of our practice is focused on commercial real estate including the buying and selling of apartment buildings, commercial plazas, gas stations, hotels/motels and industrial buildings.
These transactions can be quite complex in their scope requiring experience and expertise that can only come from having acted on and successfully closing hundereds of transactions of this kind over the past two decades.
Call for more information (905)712-1911
If you are buying the assets of a business pursuant to the Ontario Bulk Sales Act or are interested in buying out an entire company, let us assist you with drafting an Asset Purchase Agreement or a Share Purchase Agreement.
Call for more information (905)712-1911
For over 30 years, we have acted for many private and institutional lenders such as banks in secured transactions. A security in the form of a collateral mortgage against a debtor’s property is always the best way for a lender to protect itself in case of the debtor’s default. However, in commercial transactions, when dealing with businesses, additional security registrations under the Personal Property Security Act (PPSA) is always recommended.
Simply put, under the Ontario PPSA legislation, a lender is able to register a lien against the business debtor’s assets to secure the repayment of its loan and, in case of default, the lender can seize and sell the debtor’s assets.
A General Security Agreement (GSA) is the most common form of personal property security used in Ontario to secure commercial loans and other business obligations owed to a financial institution or other creditor (Secured Party). The primary remedy of a GSA is that if you are in default of your obligations, the secured party can take possession of and sell the debtor’s property.
For example, if a debtor defaults on a GSA, the secured party can appoint a receiver to manage the debtor company’s affairs. The receiver is then able to sell off the debtor company’s assets in order to repay debts to the secured party. A GSA secures most types of personal property, both present and future, including:
machinery and equipment that the debtor uses in carrying on its business
inventory
accounts receivable
trade-marks and other intellectual property and
securities such as stocks and bonds
The legal requirements and the supporting documentation necessary to register a General Security Agreement under the PPSA can often be very complex. We provide experienced and sound legal advice in this area to help a Secured Party protect its investment.
Call for more information (905)712-1911
An Ontario company is formed with the preparation and filing of documents with the Ministry called Articles of Incorporation. The articles set out some important details about the make-up of the company including
Where the registered office of the company will be located;
How many and what classes of shares will the company be authorized to issue;
Whether there will be restrictions on share transfers to ensure that the corporation remains “private”;
How many directors will be appointed;
Will there be a set number of directors or a minimum and maximum number?
Will there be restrictions on the types of activities or type of business that the corporation may conduct;
Are there any other restrictions or clauses that should be included in the articles?
The answers to the questions above vary according to the specific requirements of each individual’s situation. We would strongly recommend that you consult your lawyer and your accountant prior to completing the articles of incorporation.
Call for more information (905)712-1911
A shareholders’ agreement is an arrangement among a company’s shareholders describing how the company should be operated and the shareholders’ rights and obligations.
A well-drafted agreement sets out clear rules that define the relationship between the shareholders and outlines how the corporation will be controlled and managed. It can serve as a useful tool in dispute resolution and allows the shareholders to control who continues to be a shareholder and to place restrictions on new shareholders coming into the corporation.
One of the most important provisions in a shareholders’ agreement – the “buy-sell provision”— allows the existing shareholders to purchase the shares of a shareholder on the occurrence of certain events. Such events are generally the death, insolvency, disability, retirement, or voluntary withdrawal of the shareholder from the corporation.
Many people going into business together believe that a dispute will not arise and, hence, that an agreement dealing with a breakdown of that relationship is not necessary. This can be a mistake. Similar to discussions relating to marriage or cohabitation agreements, having an agreement in writing in advance of a dispute can help all of the parties work together more amicably knowing that there is a mechanism in place for resolving any differences.
Let us help you draft an agreement catered to your and your business’s needs.
Call for more information (905)712-1911
Keeping your corporate minute book updated is not only important for your own business records – under law you are legally required to hold annual meetings, sign resolutions, and keep updated records of the corporation.
These updates include information on directors and shareholders, finances and relevant resolutions and minutes.
There can be substantial government-issued fines for failing to meet your obligations under the law.
Our firm acts for many small to medium sized businesses to ensure that their records are well maintained and that they are meeting all of their annual corporate law requirements. Please contact us to discuss how we may assist you in keeping your corporate minute book updated.
Call for more information (905)712-1911
Keeping your corporate minute book updated is not only important for your own business records – under law you are legally required to hold annual meetings, sign resolutions, and keep updated records of the corporation.
These updates include information on directors and shareholders, finances and relevant resolutions and minutes.
There can be substantial government-issued fines for failing to meet your obligations under the law.
Our firm acts for many small to medium sized businesses to ensure that their records are well maintained and that they are meeting all of their annual corporate law requirements. Please contact us to discuss how we may assist you in keeping your corporate minute book updated.
Call for more information (905)712-1911
Share Purchase Agreements can be quite complex, depending on the nature of the underlying business, and require an experienced and trained eye to deal with issues such as
assumption of leases,
existing employee agreements,
comprehensive due dilligence clauses,
indemnity agreements,
income tax considerations and other myriad provisions to protect the parties respective
interests.
The most common way to buy or sell a business in Ontario is to enter into an Asset Purchase Agreement to buy or sell some or all of the assets of business such as
inventory,
equipment,
leaseholds,
goodwill and, if desired,
the trade name of the business.
There are times, however, when it may be beneficial to a seller or a buyer, for tax reasons or otherwise, to buy or sell all of the outstanding shares of the company that owns the business. The contract used to carry out such a transaction is a Share Purchase Agreement.
The terms contained in such an agreement are similar to those found in an Asset Purchase Agreement except that, instead of buying or selling the individual assets, the parties contract to deal with all of the shares of the company that owns the business.
We have the necessary experience and the expertise to draft comprehensive Share Purchase Agreements.
Call for more information (905)712-1911
Keeping your corporate minute book updated is not only important for your own business records – under law you are legally required to hold annual meetings, sign resolutions, and keep updated records of the corporation.
These updates include information on directors and shareholders, finances and relevant resolutions and minutes.
There can be substantial government-issued fines for failing to meet your obligations under the law.
Our firm acts for many small to medium sized businesses to ensure that their records are well maintained and that they are meeting all of their annual corporate law requirements. Please contact us to discuss how we may assist you in keeping your corporate minute book updated.
Call for more information (905)712-1911
Keeping your corporate minute book updated is not only important for your own business records – under law you are legally required to hold annual meetings, sign resolutions, and keep updated records of the corporation.
These updates include information on directors and shareholders, finances and relevant resolutions and minutes.
There can be substantial government-issued fines for failing to meet your obligations under the law.
Our firm acts for many small to medium sized businesses to ensure that their records are well maintained and that they are meeting all of their annual corporate law requirements. Please contact us to discuss how we may assist you in keeping your corporate minute book updated.
Call for more information (905)712-1911
Starting a new business involves many decisions. One of the most important decisions is what type of legal structure to select for the new business entity and this decision should be made in consultation with your business professionals including your lawyer and accountant or tax
professionals.
When a client asks me what type of entity is best for their new business, my initial answer is that it depends upon their individual circumstances, needs, and objectives.
Almost all clients are interested in selecting a form of entity that will provide them with liability protection, but beyond that objective, the goals of clients generally differ and it is necessary to understand the circumstances of the client.
Among the choices of a sole proprietorship, partnership or a corporation, I find that with the relatively low cost of forming and maintaining a corporation, the ability to use the corporation with one or multiple owners and the flexibility available in structuring a corporation, my clients usually determine a corporation is the best choice for them.
Having said that, however, choosing the right form of business entity should not be made without discussing the matter with your tax professional because there are tax consequences that must also be considered in making your choice.
Call for more information (905)712-1911
