ILC103 - Corporate Law

Outline info
Last revision date 2018-07-20 13:48:16.834
Last review date 2018-07-20 13:48:26.225

Subject Title
Corporate Law

Subject Description
The Corporate subject examines the various types of business ownerships. The subject places particular emphasis on the following topics: the corporate and administrative procedures involved in preparing and filing articles of incorporation; organizing a corporation by way of a minute book; preparing and filing relevant incorporation-related documents that relate to the composition of a corporation i.e. articles of amendment, annual returns, extra-provincial filings and dissolutions; financing issues and relevant searches; and share purchase agreements. In this area of law, students should be familiar with the Act(s) governing the formation and operation of a corporation. This subject is especially appropriate for those currently employed as law clerks or experienced legal secretaries. A good command of the written English language is a definite asset.

Credit Status
This is a credit subject applicable towards the Institute of Law Clerks (ILCO) Certificate Program, which prepares you to write the ILCO provincial Corporate Law examination. Upon successful completion of the ILCO examination, the Institute forwards a certificate along with the Corporate Law seal. There are places for four seals to be affixed to the certificate, representing each of the four examinations. This certificate indicates you have successfully completed the ILCO educational requirements for their Associate Level Program.

Learning Outcomes
Upon successful completion of this subject the student will be able to:

1. Apply the basic principles of corporate law

2. Compose registration forms for sole proprietorships and partnerships

3. Complete Articles of Incorporation

4. Prepare Minutes of the first and annual Board of Directors' and Shareholders' meetings

5. Prepare Articles of Amalgamation, Dissolution and Continuance

7. Review and correct Corporate Minute Books

Cheating and Plagiarism
Each student should be aware of the College's policy regarding Cheating and Plagiarism. Seneca's Academic Policy will be strictly enforced.

To support academic honesty at Seneca College, all work submitted by students may be reviewed for authenticity and originality, utilizing software tools and third party services. Please visit the Academic Honesty site on for further information regarding cheating and plagiarism policies and procedures.

All students and employees have the right to study and work in an environment that is free from discrimination and/or harassment. Language or activities that defeat this objective violate the College Policy on Discrimination/Harassment and shall not be tolerated. Information and assistance are available from the Student Conduct Office at

Accommodation for Students with Disabilities
The College will provide reasonable accommodation to students with disabilities in order to promote academic success. If you require accommodation, contact the Counselling and Disabilities Services Office at ext. 22900 to initiate the process for documenting, assessing and implementing your individual accommodation needs.

One year qualifying employment in a legal environment working under the direct supervision of a lawyer

Topic Outline

  • Historical Origins and Evolution of Partnerships to Corporations
  • Forms of Business Ownership
  • Provincial Corporations - Ontario
  • Act of Incorporation
  • Preparing and Filing Articles of Incorporation
  • Corporate Minute Books
  • Post Incorporation Matters
  • Articles of Amendment – Provincial
  • Annual Returns, Extra-Provincial Filings, Dissolutions, Financing Issues and Relevant Searches
  • Organization of a Federal Corporation and Other Matters
  • Corporate Variations
  • Share Purchase Agreements

Mode of Instruction
Students learn through classroom lectures, discussion and group problem solving. Any matters covered in class and/or in the assigned readings will constitute part of the subject content and be eligible for inclusion on all assessments. It is ESSENTIAL that students read assigned material before class and make careful notes on the reading material as well as in-class lectures and discussion. It is extremely important for students to be prepared for class and to be actively involved in discussions as this greatly aids the learning process.  

It is your responsibility to save documents, articles and notes that the instructor has provided on Blackboard or in class. Students will not be able to access Blackboard as of the last day of the student's class.

Prescribed Texts
Corporate Law for Ontario Businesses, Second Edition, Carswell Publications, ISBN 9780779880201. This text comes with a workbook-required.

ILCO Corporate - Supplementary Materials
Various Authors, Emond Montgomery Publications
Limited ISBN 978-1-77255-194-5

Ontario Business Corporations Act

Reference Material
Dukelow, Pocket Dictionary of Canadian Law. Toronto: Carswell 
Welling, B., Smith, L.D., Rotman, L.I., Canadian Corporate Law: Cases, Notes and Materials, Latest Edition. Toronto: Butterworths

Bank Act, R.S.C. 1991, c.B.46
Bulk Sales Act, R.S.O. 1990, c.B.14 
Canada Business Corporations Act, R.S.C. 1985, c.C-44
Execution Act, R.S.O. 1990, c.E.24
Mortgages Act, R.S.O. 1990, c.M.40 
Personal Property Security Act, R.S.O. 1990, c. P.10

Required Supplies
Notebook or three-ring binder, paper, pens, highlighter and above texts

Promotion Policy

Grading Policy
A+ 90%  to  100%
A 80%  to  89%
B+ 75%  to  79%
B 70%  to  74%
C+ 65%  to  69%
C 60%  to  64%
D+ 55%  to  59%
D 50%  to  54%
F 0%    to  49% (Not a Pass)
EXC Excellent
SAT Satisfactory
UNSAT Unsatisfactory

For further information, see a copy of the Academic Policy, available online ( or at Seneca's Registrar's Offices.

Modes of Evaluation
Grading is based on the following marking scheme: 

Term Test 50%
Final Exam 50%

Some aids may be allowed during testing and will be identified by the instructor.

Students must attain a combined grade of at least 50% on term work and the final exam to pass the course.

Please Note
  • Tests and exams are evaluated on subject knowledge as well as correct language usage, organization, and mastery of the subject. 
  • In recognition of the significance of proper language skills in the work of a Law Clerk, marks are deducted, in accordance with departmental policy, for language errors on all exams. (i.e. spelling, grammar, word usage, sentence, and paragraph structure, etc.) 
Absenteeism and Tests
  • Students should be aware that absenteeism will impact on their ability to achieve satisfactory grades.
  • If you miss a test, you must provide the reason in writing to the instructor prior to the next scheduled class. If your reason is accepted, you will be permitted to write a make-up test. Otherwise, you will be given a zero for the test. You must submit an original doctor’s certificate identifying the date, length of time of expected absence and the specific reason for your absence, or other appropriate documentation.

Approved by: Sandra Noble