LEG312 - Corporate Practice & Procedures

Outline info
Semester
School
Last revision date 2017-11-16 15:21:19.0
Last review date 2017-11-16 15:21:19.001


Subject Title
Corporate Practice & Procedures

Subject Description
Corporate Law focuses on the preparation and filing of articles of incorporation, the organization of Ontario and Federal corporations, corporate changes, steps involved in annual filings and updates as well as registering other forms of business organization.

Credit Status
This is a credit subject applicable towards the Legal Assistant Certificate Program offered through the Faculty of Continuing Education and Training.

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

Upon successful completion of this course, you will be able to:
• Identify and describe the strengths and weaknesses of the various forms of business organization available in Ontario
• Complete the required form to register a sole proprietorship in Ontario;
• Differentiate amongst the general partnerships, limited liability partnerships, limited partnerships, and extra-provincial limited partnerships in Ontario,
• Identify the required filings necessary to register the various forms of partnership in Ontario.
• Describe the major characteristics of corporations in Canada and list the advantages and disadvantages of using a corporation to carry on business.
• Identify the different parties involved in managing a corporation and powers and obligations they have.
• Prepare the documentation necessary to incorporate an Ontario business corporation.
• Understand the process involved in selecting a corporate name
• Outline the contents of a corporate minute book.
• Understand the workings of share capital, the various classes of shares and share terms and conditions and describe procedures for transferring, issuing, redeeming and purchasing shares.
• Prepare annual resolutions for an Ontario business corporation.
• Outline the steps and describe the forms used to incorporate a federal business corporation.
• Describe some of the contents of a shareholder’s agreement
• Understand and outline the steps involved in effecting corporate changes.

Essential Employability Skills
Communicate clearly, concisely and correctly in the written, spoken and visual form that fulfils the purpose and meets the needs of the audience.

Respond to written, spoken, or visual messages in a manner that ensures effective communication.

Apply a systematic approach to solve problems.

Use a variety of thinking skills to anticipate and solve problems.

Analyze, evaluate, and apply relevant information from a variety of sources.

Show respect for diverse opinions, values, belief systems, and contributions of others.

Manage the use of time and other resources to complete projects.

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 http://library.senecacollege.ca for further information regarding cheating and plagiarism policies and procedures.

Discrimination/Harassment
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 student.conduct@senecacollege.ca.

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.

Prerequisite(s)
Introduction to Legal Office Practice & Procedures, Legal Terminology

Topic Outline
Methods of Carrying on Business
Unincorporated Entities

Sole Proprietorships
Partnerships
General Partnerships
Partnerships Act
Is it a partnership?
Outsiders dealing with the partnership
Partners dealing with each other
Partnership Agreements
(i) Essentials of any contract
(ii) Contents of a Partnership Agreement
Dissolution of a partnership Limited Partnerships Limited Partnership Act
Limited Liability Partnerships
Business Names Act
Other Unincorporated Entities
Joint Ventures& Co-ownerships Franchises & Licenses
Non-profit organizations
Unincorporated VS Incorporated Entities
The Corporate Entity
(a) Concept and evolution
(b) OBCA, OCA, CBCA and Special Act
Advantages
(a) perpetual existence
(b) limited liability
(c) estate planning (d) tax advantages (e) the silent partner
(f) raising capital – loans and equity
Disadvantages
(a) cost
(b) formality
(c) inflexibility
(d) reporting &filing requirements
(e) tax disadvantages
Other Issues
(a) employee profit sharing
(b) citizenship
The Corporation
Types of Corporations
(a) public and private
(b) offering and non-offering
(c) the new “closely held” corporation
(d) the CCPC
(e) profit, not-for profit, charitable
(f) the Professional Corporation
Common Corporate Terms
(a) share, shareholder, share certificate claration
(b) authorized capital
(c) issued capital
(d) director
(e) officer
(f) shareholders agreement, unanimous shareholder agreement and unanimous shareholder de
(g) articles of incorporation
(h) by-laws
(i) ordinary and special resolutions
(j) quorum
(k) ledgers and registers
(l) Minute Book (m)Incorporator (n) Proxy
(o) stated capital account
Corporate Capital Structure
The Number of Shares
Paid Up Capital and Stated capital
Mandatory classes of Shares (a) OBCA requirements (b) CBCA requirements
Rights, Conditions and Restrictions
(a) voting
(i) cumulative vs non-cumulative
(ii) non-voting unless
(iii) other contingent votes
(b) dividends
(i) cumulative vs non-cumulative
(ii) fixed or variable
(iii) priority
(c) return of capital
(i) priority
(ii) fixed or variable
(iii) residual
(d) Conversion
(e) Redemption, Retraction and Purchase
(f) Pre-emptive rights
Constrained Shares
Incorporation
Where to Incorporate
(a) geographic nature of the business
(b) protecting the name
Contents of the Articles
(a) name
(i) considerations
(ii) NUANS (b) address
(c) directors
(i) min / max orfixed
(ii) Canadian residency requirements
(iii) qualifications
(iv) consent to act
(d) share capital
(e) restrictions
(f) other provisions
(i) private company provisions (ii) closely held corporations (iii) Quebec provisions
(g) incorporators
Incorporation Procedure
(a) Provincial
(b) Federal
Pre-incorporation Contracts
Directors, Officers and Shareholders
Directors
(a) first directors
(b) duties and responsibilities
(c) standard of care
(d) quorum
(e) number of directors
(f) qualification
(g) election – cumulative voting
(h) directors’ statutory liabilities
(i) removal and resignation of a director
Officers
(a) Election and appointment
(b) titles
(c) duties and responsibilities
(d) standard of care
Shareholders
(a) becoming a shareholder
(b) rights, powers and duties
(c) Shareholder Agreements
(d) voting and proxies
Organization of the Corporation
Meetings and signing
First meeting of Directors
(i) the General By-Law (ii) the Borrowing By-law (iii) share certificates
(iv) initial share subscription and issue
(v) officers
(vi) corporate seal
(vii) banking
(viii) the fiscal year end
First meeting of Shareholders
(i) fix no. of and election of Directors
(ii) auditors and the waiver of audit
(iii) ratification of by-laws
(iv) ratification of previous acts to date
The Minute Book
Initial Notices / Notice of Change
Reporting letter
Annual Meetings
Directors
Shareholders
Maintenance of Corporate Records
Shareholder Agreements
Corporate Changes

Articles of Amendment
(a) name
(b) dissenting rights
(c) registered office
(d) restated articles
Continuance
(a) import
(b) export
Amalgamation
(a) vertical
(b) horizontal (c) long form (d) short form
Dissolution
(a) voluntary
(b) by the Director, Companies Branch
Winding Up
(a) voluntary
(b) Court Order
Revival
Extra-Provincial Corporations
Extra-Provincial Corporations Act
Securities Law
“Security”
Registration requirements - exemptions
Prospectus Requirements - exemptions
Closely Held Issuer Exemption


Prescribed Texts
Title: Advanced Corporate Legal Procedures
Author: Gillis, Elizabeth
Publisher: Emond Montgomery
Edition: 2nd
ISBN: 9781552394090

Title: Ontario Business Corporation
Author: Fasken
Publisher: Lexisnexis Canada
ISBN: 9780433477600

Reference Material
Advanced Corporate Business Transactions
Elizabeth Gillis
Emond Montgomery
ISBN 1-55239-186-8

Canada Business Corporations Act
2013/2014 Edition
Fasken
Lexisnexis Canada
ISBN 9780433474494

Required Supplies

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)
OR
EXC Excellent
SAT Satisfactory
UNSAT Unsatisfactory

For further information, see a copy of the Academic Policy, available online (http://www.senecacollege.ca/academic-policy) or at Seneca's Registrar's Offices.


Modes of Evaluation
2 Assignments total 60%
Final Exam 40%

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

Approved by: Sandra Noble