| Business lawyers and attorneys can advise you on | | | | understand your legal rights and obligations with |
| how to properly structure your business, (be it through | | | | respect to your business. They can tell you if a |
| a sole proprietorship, partnership, joint venture, | | | | particular course of action could be challenged by (1) |
| corporation), on how to deal with disputes that may | | | | breaching a private contract, (2) giving rise to a |
| have arisen during the course of your business | | | | possible tort liability, and/or (3) violating a statute or |
| operations, or on how to dissolve the business. With | | | | regulation established by the government. |
| respect to the latter, it is worth mentioning that I have | | | | Let's take the common example of establishing a |
| and am dealing with a number of business dissolutions | | | | restaurant business. |
| here in Toronto (it may be the poor economic times?). | | | | To begin, there may be partners who want to invest |
| There are a number of issues which come up which | | | | money in the business. This calls for a partnership or |
| you may not realize (i.e. unless you're a lawyer and | | | | corporation type of structure. There will need to be |
| you are trained on and deal with these things regularly). | | | | agreements that reflect the wishes of the partners; |
| Typically, these issues include: | | | | issues such as ownership, control and management, |
| * Division of business assets. | | | | liabilities and indemnification, and dissolution all need to |
| * Responsibility for business liabilities - particularly the | | | | be addressed and included in such agreements (plus |
| lease, supplier agreements, employment agreements, | | | | many other things). |
| and tax obligations. | | | | Next, there may be issues with vendors - i.e. the |
| * Preparing the necessary paperwork (e.g. | | | | suppliers of labour, assets, inventory, and services. |
| bookkeeping, taxes, government forms) to dissolve the | | | | Take the case of the skilled labourer who has been |
| business. | | | | hired to do a certain job in the kitchen (e.g. to install a |
| * Ensuring compliance with the business' internal | | | | dishwasher or stove). There should be a contract in |
| documents (e.g. partnership agreement, corporate | | | | place between the parties so that everyone is clear |
| by-laws and resolutions, shareholder agreements, and | | | | on what they bargained for. Also, these types of |
| articles of incorporation, etc.). | | | | agreements are always resort to in cases of dispute. |
| * Informing customers (both past and present), | | | | What happens, however, if the skilled labourer does a |
| employees, and other stakeholders of what is | | | | poor job and you know that the work is sub-par? |
| happening with the business. | | | | Should you simply go ahead with what you've been |
| At the end of the day, you will likely need a number of | | | | provided or should you hire another skilled labourer to |
| documents and agreements prepared by a business | | | | do a better job? Failing to do the latter could result in |
| lawyer in order to help oversee the business | | | | negligence claims should anyone get hurt as a result of |
| dissolution. For example, you should have a lawyer | | | | the skilled labourer and your negligence in failing to take |
| explain the various options and then draft some type | | | | appropriate action. |
| of dissolution agreement for all the parties to sign off | | | | Finally, before you begin to operate, you need to obtain |
| on. Next, you may need your lawyer to draft and/or | | | | the necessary business licenses - such as a liquor |
| negotiate terminate and release of liability agreements | | | | license from the government agency responsible (e.g. |
| for landlords and suppliers, etc. Finally, your lawyer may | | | | Liquor Control Board) and a safety permit indicating |
| be called upon to prepare the government forms to | | | | that your establishment has passed minimum health |
| submit in order to dissolve the corporation. Finally, if | | | | and safety standards and can offer food to the public. |
| business partners take issue with and dispute the | | | | What happens, however, if the relevant government |
| steps along the way towards dissolution, then lawyers | | | | agency refuses to provide you with such license - |
| may be also called upon to try to negotiate a | | | | effectively keeping your business shut down? Well, in |
| settlement or resolve the issues through litigation. | | | | these situations, it is wise to consult with a business |
| In any event, you should definitely consult a business | | | | lawyer or attorney to find out what your rights are, |
| lawyer before trying to do any of these things | | | | what tests/criteria you need to establish in order to |
| yourself. Doing so will save you time, money and | | | | obtain the license, and then have your business lawyer |
| aggravation in the long run and make sure that your | | | | make submissions and representations before the |
| rights are protected and your interests are advanced. | | | | relevant board in an effort to convince them to grant |
| Business lawyers and attorneys can also help you | | | | you a license. |