Frequently Asked Questions

A basic Alberta incorporation with articles, bylaws, organizational resolutions, and initial share issuances typically costs $1,500-$2,500 in legal fees plus government filing fees (currently ~$275 for Alberta, ~$200 for federal). More complex structures cost more. We provide fixed-fee quotes after understanding your specific needs.

If you are the sole shareholder, a shareholder agreement is not necessary. However, if you ever plan to bring in partners, investors, or key employees with equity, you will want one in place before issuing additional shares.

Alberta incorporation is simpler, cheaper, and suitable if you will operate primarily in Alberta. Federal incorporation provides name protection across Canada and is better if you plan to expand nationally or want a stronger brand presence.

Holding companies can provide asset protection, tax deferral opportunities, and flexibility for future transactions. They are valuable if you expect significant retained earnings, own multiple businesses, or are planning for eventual sale. However, they add complexity and cost, so they are not right for every situation.

You can, but proceed carefully. Generic templates often miss provisions specific to Alberta law. For material matters—partners, tax-efficient structures, shareholder protections—professional drafting is worth the investment.

A comprehensive shareholder agreement addresses: how major decisions are made (voting thresholds), restrictions on transferring shares (right of first refusal, tag-along, drag-along), what happens if a shareholder dies, becomes disabled, or wants to leave (buy-sell provisions), how the company is valued for buyouts, non-compete obligations, and dispute resolution mechanisms.

It depends on complexity. A straightforward NDA might be $500-$1,500. A comprehensive MSA or distribution contract could be $3,000-$8,000. Complex technology licensing runs higher. We provide fixed-fee quotes for defined scope work.

You can, but proceed carefully. Generic templates often miss provisions specific to Alberta law. For material contracts—key customers, significant vendors—professional drafting is worth it.

They can be, but Alberta courts scrutinize them carefully. To be enforceable, a non-compete must be reasonable in duration (typically 6-24 months), geographic scope, and activities restricted. Well-drafted non-solicitation clauses are often more reliably enforceable.

At minimum, annually—to document annual meetings. Also update it for significant events: share issuances or transfers, changes to directors or officers, amendments to articles or bylaws, or major corporate decisions.

In mediation, a neutral mediator helps parties negotiate a resolution, but cannot impose a decision—both sides must agree. In arbitration, the arbitrator hears evidence and arguments, then makes a binding decision. Mediation is collaborative and preserves relationships; arbitration is more like private court but typically faster and less formal than litigation.

It varies widely. Negotiated settlements can happen in weeks. Mediation typically takes 1-3 months from engagement to resolution. Arbitration usually takes 6-12 months. Traditional litigation can take 2-4 years to reach trial. The fastest path depends on both parties' willingness to engage constructively.

It depends on the situation. Early legal advice can help you understand your position, preserve evidence, and avoid statements that could hurt your case later. We can advise behind the scenes while you continue direct discussions, or take a more active role if needed.

Most arbitration clauses are enforceable, meaning you typically must arbitrate rather than litigate in court. This is not necessarily bad—arbitration is often faster, more private, and allows for industry-expert decision-makers. We can help you navigate the arbitration process effectively.

Costs vary enormously based on complexity and approach. A straightforward negotiated settlement might cost $5,000-$15,000. Mediation typically runs $15,000-$50,000. Arbitration can be $50,000-$200,000+. Litigation often exceeds $100,000. Early resolution almost always saves money.

Traditional law firms work on specific matters—you call when something comes up. A fractional GC is an ongoing relationship where we are proactively involved in your business. We learn your operations, anticipate issues before they arise, and provide strategic input on business decisions—not just legal problems.

Engagements typically range from $3,000 to $15,000 per month depending on scope and time commitment. Compare that to a full-time GC salary of $200,000-$350,000+ plus benefits. We will discuss your needs and propose an arrangement that makes sense.

Part of our role is coordinating specialists when needed—IP litigation, tax planning, immigration, etc. We maintain relationships with trusted specialists and manage those engagements on your behalf, ensuring quality work and cost control.

For retainer clients, we commit to same-day response for urgent matters during business hours. Part of our job is to help you build systems that reduce genuine emergencies.

Absolutely. Many clients start with a legal audit or specific project before committing to an ongoing retainer. This lets both sides evaluate the working relationship.

Initial consultations are $250 + GST for up to one hour. This allows us to understand your situation, provide initial guidance, and determine how we can help.

We focus on corporate and commercial law for established businesses. Our core services include mergers & acquisitions, fractional general counsel, business formation, corporate & commercial law, dispute resolution, and joint ventures.

While we welcome businesses at all stages, our practice is focused on established businesses navigating growth, transactions, and complex commercial matters. If you are a startup with straightforward incorporation needs, we can help—but our sweet spot is businesses that have outgrown basic legal support.

We are based in Calgary and primarily serve businesses across Alberta. For transactional work like M&A and corporate matters, we work with clients throughout Western Canada.

A partnership is typically an ongoing business relationship with shared profits, losses, and liability. A joint venture is usually project-specific or time-limited. JVs can be structured as separate corporations, contractual arrangements, or partnerships depending on goals, liability concerns, and tax considerations.

It depends. A separate entity (corporation or LP) provides liability protection and clearer separation of assets. But it adds complexity and cost. Contractual JVs are simpler but may expose parties to joint liability. We will help you evaluate the trade-offs for your specific situation.

This should be addressed in your JV agreement from the start—buy-sell provisions, rights of first refusal, put/call options, and valuation mechanisms. Without these, exits can become contentious and expensive.

IP is often the most complex JV issue. The agreement should clearly address: what background IP each party brings, who owns IP developed jointly, licensing terms for shared IP, what happens to IP when the JV ends, and non-compete restrictions on using JV-developed IP independently.

In a share purchase, you buy the company itself—including all assets, liabilities, contracts, and history. In an asset purchase, you select specific assets and liabilities to acquire, leaving the corporate shell behind. Share deals are often simpler and may have tax advantages for sellers, while asset deals give buyers more control over what they are acquiring. The right structure depends on tax considerations, liability concerns, and the nature of the business.

Simple transactions can close in 4-8 weeks. More complex deals—those involving regulatory approvals, extensive due diligence, or complicated financing—typically take 3-6 months. Competitive auction processes or transactions requiring shareholder approvals may take longer.

We typically work on an hourly basis for M&A transactions, with regular billing and clear communication about budget. For certain aspects—like standard due diligence—we can provide fixed-fee arrangements. We will discuss fee structure and provide estimates during our initial consultation.

Yes, typically. Lawyers handle due diligence, transaction documents, and legal risk assessment. Accountants handle financial due diligence, quality of earnings analysis, tax structuring, and valuation support. We work closely with your accountants to ensure coordinated advice.

If you are selling, gather your corporate records, financial statements (3+ years), material contracts, employee information, and any known issues or liabilities. If you are buying, bring whatever information you have about the target, your acquisition criteria, financing plans, and timeline expectations.

A farmout agreement is a contract where one party (the farmee) agrees to carry part or all of the drilling and completion costs on an oil and gas lease in exchange for an interest in the property. Farmouts are commonly used to spread development costs, share risk, and incentivize exploration by partners who have capital or technical expertise. You need one whenever you are seeking a partner to fund exploration or development work on your acreage.

An operating agreement (or joint operating agreement) governs how co-owners of an oil and gas property work together to develop and produce that property. It covers capital contributions, expense sharing and cost allocation, voting rights, operator selection and duties, management committees, decisions requiring unanimous consent (reserved matters), insurance, and dispute resolution. In Alberta, most agreements reference or adapt the CAPL (Canadian Association of Petroleum Landmen) standard form, though custom provisions are common.

The approvals required depend on your activities. Oil and gas operations typically require AER approval for well drilling, hydraulic fracturing operations, pipeline construction or modification, facility applications, and production licensing. Each approval involves review of technical, environmental, and safety aspects. We identify all applicable requirements and manage the AER application and approval process, which typically takes 4-12 weeks depending on complexity.

Alberta oil and gas projects must comply with both provincial and federal environmental reviews. Projects on Crown land require consultation with Indigenous groups, and federally regulated projects trigger mandatory consultation under the Impact Assessment Act. Alberta's Environmental Protection and Enhancement Act (EPEA) and provincial approvals apply universally. Consultation must be meaningful and documented.

Oil and gas asset sales typically involve purchasing producing properties, undeveloped leases, or infrastructure. Transactions include detailed asset schedules, representations about title quality and encumbrances, production history and reserves data, environmental liabilities, and regulatory compliance status. Due diligence focuses on reserve valuation, AER compliance history, environmental liability, royalty obligations, and surface restrictions.

For a production SaaS product with paying customers, yes. Your terms of service allocate liability, define service levels, govern data handling, and protect your IP. Generic templates miss critical provisions around uptime guarantees, data ownership, and limitation of liability that are specific to your product and business model.

Use proper IP assignment agreements. In Canada, the default rule is that contractors own what they create unless you have a written assignment. For employees, the rules differ but you still want clear agreements. Every developer—employee or contractor—should sign an IP assignment and confidentiality agreement before starting work.

At minimum: clean corporate records, a capitalization table, IP assignment agreements from all founders and developers, employment agreements, and a data room with key contracts. Most investors will also expect a shareholder agreement, stock option plan, and proper corporate governance documentation.

If you collect, use, or disclose personal information in the course of commercial activities in Canada, yes. PIPEDA applies to most private-sector organizations. Alberta also has PIPA (Personal Information Protection Act) which may apply. You need proper privacy policies, consent mechanisms, and data handling procedures.

For most Calgary-based tech companies, Alberta incorporation is simpler and less expensive. Federal incorporation makes sense if you plan to operate nationally from day one or want name protection across Canada. If you are raising venture capital, investors are comfortable with either—what matters more is having clean corporate records and proper governance.