Starting and funding a business in Ontario often requires the company to consider various financing options. However, navigating the commercial lending landscape can take time and effort for entrepreneurs and business owners. The ultimate choice will depend on several factors, such as the structure and nature of the business, its specific financial needs, and its future growth trajectory.

Whether you own a small start-up or a large corporation, understanding the legal aspects of business lending is crucial for corporate growth and success. This blog will explore business loans and other forms of corporate financing available for your company.

Understanding Business Loans and Debt Financing

Debt financing is a traditional form of financing available to businesses obtained through a loan from a financial institution or a private lender. Generally, these loans are paid back to the lender on a predetermined schedule with interest. Debt financing is a common type of financial assistance utilized by businesses that require a large amount of capital upfront.

There are several ways for a Canadian business to obtain traditional financing. For example, banks, trust companies and credit unions are often the most common and accessible financial lenders. The federal Bank Act regulates domestic chartered and foreign banks operating in Canada. Specialty lenders in Canada can also provide financial assistance through mortgage, leasing, factoring, floorplan or other asset-based loan programs. Some examples of debt financing available to businesses include:

• Term loans: Term loans provide a business with a fixed amount of capital to be repaid over a fixed period. These loans are often based on a fixed interest rate and generally require guarantees.
• Operating loans: Operating loans help businesses finance their day-to-day operations and are often repayable on demand. They are usually based on a floating interest rate and may be secured against the borrower’s real and/or personal property.
• Lines of credit: Lines of credit offer flexible borrowing availability based on the needs of the business and generally allow the company to repay the borrowed amount at their own pace, with interest.
• Equipment financing: Specific loans, such as equipment financing, allow a business to purchase and utilize equipment without paying for it in full on the date of purchase.

In most cases, a business will need to be incorporated to access debt financing. Lenders may require a business to provide collateral, such as property or equipment, if the business defaults on loan repayments. Some small business loans may also require a personal guarantee to be personally liable for the debt if the business cannot repay the loan.

Alternative Forms of Business Financing

Aside from traditional business loans, there are various types of financial assistance options available to corporations, some of which are discussed in further detail below:

Equity Financing

Equity financing refers to a business investment from a company or individual in exchange for an ownership interest in the business. As a result, an equity investor can make decisions in the business as a part owner.

Angel Investors

Angel investors are experienced and affluent individuals who are leaders in the business world. They invest their money in start-ups and early-stage businesses and obtain an ownership interest in return. Aside from funding, angel investors often offer companies valuable expertise, mentorship, and networking opportunities.

Venture Capital Firms

Venture capital firms invest money in start-ups and early-stage companies with high-growth potential in exchange for equity ownership. They typically provide larger funding amounts than individual angel investors, and, in many cases, they take an active role in guiding the company’s strategic direction. However, venture capital firms are often very selective about the companies they invest in and often expect a high return on their investment.

Private Equity Firms

Private equity firms invest in established businesses that have growth potential, as well as companies that are undergoing corporate restructuring. In contrast to venture capital firms, private equity firms deal with more mature businesses and often provide funding at later stages for buyouts, expansions, or acquisitions. These financial investments are usually made in exchange for significant ownership stakes.

Equity Crowdfunding

In today’s modern business world, crowdfunding is a popular financing option for start-ups. Equity crowdfunding platforms enable businesses to raise capital from numerous individual investors in exchange for equity stakes. In Ontario, equity crowdfunding is regulated by the Ontario Securities Commission, which allows small businesses to build capital from a broad pool of investors, while remaining compliant with regulatory requirements.

Each of these equity financing options has advantages and disadvantages, which can be impacted by the maturity of the business, its growth trajectory, and specific financing needs. Overall, equity financing allows a business to obtain capital without the need to repay the funds, and investors often offer business mentorship and expertise. However, such financial assistance can be challenging to qualify for, and companies must be prepared to give up an ownership interest to their investor(s).

Government Grants and Subsidies

In some cases, a business may be eligible for a grant or subsidy provided by the government. These types of financial assistance do not need to be repaid, as they are intended to encourage economic growth throughout Canada. However, obtaining a government grant or subsidy can be difficult, as only a limited number of recipients will be selected.

The amount of funding and number of available funding opportunities will depend on various factors, including the nature of the business, the purpose of the financing, and the revenue the company earns. To be eligible to apply for a specific grant or subsidy, certain criteria must be met. More details about government financial assistance can be found on the Business Benefits Finder.

Selecting the Right Financing Solution for Your Business

Entrepreneurs and business owners in Ontario should carefully evaluate their options and seek professional assistance to determine the best equity financing strategy for their ventures. Before obtaining a business loan or other form of financial aid, a business must consider factors such as:

• Loan and repayment terms;
• Interest rates;
• Lender fees;
• Eligibility requirements; and
• Ownership interests.

To learn more about the debt financing and business loan options available to you, it can be helpful to consult with an experienced business lawyer who can help you identify the right financial solution for you.

The Business Lawyers at Willis Business Law in Windsor Offer Comprehensive Business Advice and Debt Financing Assistance

Whether you are a small business owner considering incorporation or looking into your business financing options, working with a trusted business lawyer who can help you understand your options and potential risks before making a significant decision is essential. The team of experienced Windsor business lawyers at Willis Business Law understand the importance of these decisions and will work closely with you to understand your business and identify a strategic approach to meet your business needs. To schedule an initial consultation with one of our team members regarding your business matter, contact us by phone at 519-945-5470 or reach out to us online.

Commercial real estate transactions can involve significant financial investments and complex legal considerations. Business owners must deftly balance risk and opportunity with each transaction, leveraging financial instruments to maximize returns while mitigating potential risks. These considerations have been highlighted in the burgeoning market of Windsor, Ontario, where industrial real estate prices have recently surged, reshaping the landscape of opportunities for investors and developers alike.

This blog explores the intricacies of financing commercial real estate projects with a focus on the substantial price increases for industrial spaces in Windsor, offering insights, strategies, and best practices tailored to the unique challenges and opportunities presented by the ever-changing market. Whether you are a seasoned investor looking to expand your portfolio or a newcomer seeking to make your mark in Windsor’s burgeoning real estate market, understanding how to protect your financial investment is crucial.

Exploring Options for Commercial Financing

Against the backdrop of soaring prices and heightened competition, the importance of strategic financing cannot be overstated, particularly in industrial spaces. Whether acquiring a new warehouse facility, redeveloping existing industrial spaces, or financing large-scale commercial projects, corporate stakeholders must adopt a nuanced approach to securing the capital necessary for their goals.

Commercial financing involves diverse options, from traditional bank loans to mezzanine financing and crowdfunding. Some common methods of securing funding include:

Traditional Bank Loans

Banks and financial institutions generally offer commercial mortgages for terms ranging from five to twenty-five years. Although these loans provide significant funding assistance, it is essential to consider whether the loan has a fixed or variable interest rate and whether it requires a down payment.

Private Equity & Investment Funds

Private equity firms, real estate investment trusts (REITs), and other investment funds can provide capital for commercial real estate projects in exchange for ownership stakes or returns on investment. These private firms and investment funds may allow for financing on various terms, such as mezzanine financing, preferred equity, joint ventures, or equity partnerships.

Non-Traditional & Alternative Lenders

Non-traditional lenders, including private lenders, crowdfunding platforms, and online marketplace lenders, can offer alternative commercial financing options such as bridge loans, hard money loans, and crowdfunding campaigns. These lenders may offer more flexible terms and faster approval processes, but they are often accompanied by higher fees and interest rates.

Financial Distress and Debt Restructuring

Commercial real estate transactions involve substantial funds, so it is essential to work with a trusted commercial real estate lawyer who can guide you through the process and ensure that your risk is reduced and your profitability is maximized. From initial risk management to lease negotiation, organizations and businesses must take careful due diligence to protect their interests and mitigate potential pitfalls.

However, despite extensive planning and preparation, business profits can be unpredictable. If a company faces financial distress after obtaining financing for commercial property, there are several options to explore before filing for bankruptcy.

When a business experiences financial strain, it may face many legal and economic issues. However, depending on the amount of debt a company owes, debt restructuring options under the Companies’ Creditors Arrangements Act or Bankruptcy Insolvency Act may provide an avenue for financial relief. By consulting with an experienced corporate lawyer, a business facing economic uncertainty can explore all possible options to avoid bankruptcy and improve its financial state while protecting shareholder interests.

Significant Increase to Asking Prices for Industrial Space in Windsor

The winds of change sweeping through Windsor’s industrial sector have been remarkable. As demand for commercial spaces surges and economic growth propels forward, investors find themselves grappling with an extraordinary increase in prices. Nestled along the Canadian-U.S. border, Windsor has emerged as a hotspot for industrial real estate investment opportunities, drawing attention from domestic and international players keen on capitalizing on the city’s strategic location and burgeoning economy.

In the fourth quarter of 2023, Windsor’s industrial real estate market reached new heights, surpassing previous records for average sales and lease rates and new industrial space under construction. In Windsor, the average sales price for industrial space increased eight times as much as the national average, with rates at $175.55 per square foot. Lease rates also increased to $10.53 per square foot, reflecting a 13.6 percent increase.

New Industrial Construction in Windsor

In Windsor, 1.17 million square feet of construction is currently under development, which includes the NextStar Energy battery plant, CpK Interiors, and Valiant TMS. In late 2023, two large blocks of industrial space, which accounted for half a million square feet, were absorbed. Brook Handysides, the CBRE Windsor senior vice-president, recently stated these “large chunks of space can inflate or lower the market.”

The demand for industrial space has lowered the availability rate to 2.86 percent, which will not be aided by new construction as the space has already been leased. As such, the combination of limited supply and the positive economic growth prospects for Windsor have driven the prices for space. In 2023, the average sales price skyrocketed 12 percent per square foot. Despite these increased rates, Windsor remains competitively priced compared to the markets across the rest of the country. When purchasing industrial property, Windsor is still cheaper than the national average by $100 per square foot.

Contact the Windsor-Essex Business Lawyers at Willis Business Law for Advice on Commercial Financing

The talented team of business lawyers at Willis Business Law understands the unique considerations and challenges businesses and organizations may face when securing financing for a new investment or construction project. We work closely with clients to understand their needs and advise them on financing, commercial lease negotiations, and debt restructuring. With our broad range of experience, our lawyers help clients develop tailored legal strategies to achieve their business goals and position their enterprises for success.

From our offices in downtown Windsor, Willis Business Law proudly helps clients throughout Windsor-Essex County and the surrounding areas. Contact us online or call us at 519-945-5470 to schedule an initial consultation with one of our lawyers and learn how we can help you.

Embarking on a new business venture is exciting, especially with a partner who shares your dreams and vision of success. While many partnerships are already built on mutual trust and respect, not all business partnerships will stand the test of time. Some circumstances may arise that can result in business partners deciding to dissolve a partnership. However, partnership dissolution is a complex and sensitive process that requires careful navigation.

This blog post will explore various considerations and steps business partners should take when contemplating a split. From legal obligations to documentation requirements, this blog will provide a roadmap that helps partners navigate the intricate terrain of partnership dissolution, fostering a fair and transparent process that supports both parties’ interests.

Business Partnership Splits in Ontario

A business partnership in Ontario consists of two or more individuals who have created a business relationship. However, with any relationship, partners will not always agree on how to move forward together, and there may come a time when they decide to split. Some common reasons for partnership dissolution include the following:

• Broken communication;
• Differing priorities;
• Incompatible working styles;
• Disagreements over critical business decisions; or
• All partners decide to move on from the business.

After building a business together, the decision to split from a business partner can be difficult, regardless of whether it is a mutual decision or a bitter battle over the partnership ownership and assets. Consulting with a knowledgeable corporate lawyer can help you determine the best course of action to proceed through the process easily.

Preparing for the Path to Dissolution

When a partnership dissolution is on the horizon, partners must consider several factors, some of which are outlined in further detail below.

Legal Considerations

Ontario’s Partnerships Act governs most business partnerships. That Act states that subject to any partnership agreement, a partnership is dissolved:

• If the partnership was for a limited term, upon the expiration of that term;
• If the partnership was entered into for a “single adventure or undertaking” (i.e. a single, particular project), the termination of that adventure or undertaking;
• If the partnership was entered into for an undefined time, by a partner giving notice to the other partners of their intention to dissolve the partnership (in which case the dissolution is effective from the date of notice or a particular date specified in the notice);
• Upon the death or insolvency of a partner, unless the partnership agreement specifies otherwise;
• If the partnership is operating illegally; or
• By court order under section 35 of the Partnerships Act.

The Partnerships Act also provides, under section 38, that each partner retains their authority and obligations as a partner despite the dissolution, insofar as it is necessary to wind down the partnership’s affairs.

Limited Partnerships in Ontario

Limited partnerships fall within the Limited Partnerships Act, which contains dissolution provisions similar to those under the Partnerships Act. Section 21 of the Limited Partnerships Act states that a limited partnership is dissolved if a general partner retires, dies, or becomes incapable of managing property (within the meaning of the Substitute Decisions Act). If the general partner is a corporation and that corporation dissolves, the limited partnership also dissolves, unless the remaining general partners have a right to continue the business under the partnership agreement and all consent. If the partnership is dissolving, it must file a declaration of dissolution and settle the business’s accounts and liabilities per the Limited Partnerships Act.

Looking at the Initial Business Documents

When partners initially enter into business together, there are often various formal documents and agreements (such as a partnership agreement) that pave the way for the future of the business and contemplate what will happen if the partnership dissolves. However, if these agreements were not adequately prepared or did not contemplate what occurs when partners split, it is essential to consult with a knowledgeable business lawyer who can help explore amicable resolutions for all involved.

A comprehensive partnership agreement should detail the partners’ rights, responsibilities, contributions, management structure, decision-making authority, and allocations of profits and losses. They should also set out various steps to take in the event of the partnership breakdown. To ensure all parties are on the same page, the creation of a dissolution agreement (or dissolution of partnership agreement) can ensure that the terms and conditions under which a partnership or corporate entity is dissolved can help provide a framework under which the partners can work under until the split has been completed.

In some instances where one partner becomes incapacitated, dies, or wishes to leave, the remaining partners may continue on in accordance with the terms set out in their partnership agreement regarding buyouts, replacement of the partner, and changes in duties between the remaining partners.

Determining How Much the Business Is Worth

Having an accurate idea of what your business is worth can be a significant factor in deciding what course of action to pursue when splitting from your business partner. Therefore, obtaining a business valuation from an independent third-party company is essential in the partnership dissolution journey. After you understand your company’s worth, it can be easier to contemplate future scenarios and other factors.

Deciding What Happens to the Business

Several options may be available depending on the circumstances when deciding what to do with your business.

For instance, if all business partners wish to leave the business, partners can take steps to sell their shares and assets, settle any business debts, and divide and share the remaining funds, allowing all parties to go on their separate paths.

Alternatively, if one partner wishes to retain ownership of the business on their own, additional considerations and steps will need to be taken, particularly if there is an uneven divide of shares within the company. For example, if you are looking to leave the business behind, it is vital to ensure that an arrangement is in place that outlines how you will be properly compensated, regardless of the business’s financial state after you leave. In most cases, because paying a large lump sum is not always feasible, it is beneficial to have your corporate lawyer prepare a formal written agreement to ensure you receive the compensation you are entitled to.

Finalizing the Dissolution

When it comes time to dissolve the partnership, it will remain intact for a limited time to allow time to wind up the business and complete the following steps.

Winding Up the Business

This process involves several steps, including completing current contracts, paying off final debts, filing final tax returns and obtaining a clearance certificate, and selling assets. In most cases, every partner has a right to participate in these steps towards partnership dissolution. Further, the corporation (if applicable) must also file a Notice of Intent to Dissolve the business with the Ontario government.

Final Distributions to Partners

Once the business’s assets have been sold and all outstanding debts have been settled, any remaining assets and funds can be distributed among the partners and shareholders per their ownership shares.

Once accounts have been settled and distributions have been made, any final documentation may be filed with the appropriate authorities to complete the dissolution process.

Exploring Alternative Dispute Resolution to Resolve Outstanding Issues

All partners should prepare a priority list of items to resolve before a partner leaves or the partnership ends. While partners are encouraged to compromise on issues that are not collectively agreed upon, exploring alternative dispute resolution, such as mediation with a neutral third-party facilitator, can save time and cost while maintaining amicable relationships.

Ending Your Business Partnership?

Whether you can see warning signs of a breakup or are involved in dissolution talks with your partners, breaking up a grounded partnership can be challenging. Navigating a plethora of emotions, business decisions, financial implications, and legal considerations can be overwhelming, particularly if there is conflict between partners. Therefore, having a trusted business lawyer help walk you through every stage of the dissolution process and assist in completing the necessary paperwork can ensure no stone is left unturned. They can also help prepare a dissolution agreement to ensure that all parties understand the steps and processes that must be taken to achieve dissolution. If a partnership does turn sour, parties will remain bound by the terms and conditions already agreed to.

The Business Lawyers at Willis Business Law in Windsor-Essex Provide Trusted Advice on Business Creation and Dissolution

Every partnership split is different. Whether you are currently in talks with a business partner about a split or just want to be prepared for the unknowns of the future, the trusted business lawyers at Willis Business Law can help you navigate the complex path of partnership dissolution in Ontario. From explaining your legal rights to finalizing the dissolution of a partnership, our lawyers are ready to help. To learn more about how we can help you exit a partnership, contact us by phone at 519-945-5470 or contact us online to schedule an initial consultation.

For entrepreneurs and business owners in Ontario, finding the perfect location is just the beginning of a complex journey that involves commercial lease negotiation and review. Over the last few months, the backdrop against which these negotiations take place has been further complicated by the challenges resulting from high financing rates.

In Ontario’s dynamic business landscape, entrepreneurs navigate a complex web of legal considerations, regulations, and contractual obligations to employees, lenders, and landlords. So, whether you are a seasoned business owner or have recently embarked on your entrepreneurial journey, it is critical to have a reliable legal ally you can rely on to safeguard your business, maximize its long-term success, and minimize risk exposure.

Key Benefits of Hiring a Business Lawyer to Help Your Business

Hiring a trusted business lawyer to advise and assist you with your business helps mitigate your potential legal exposure and liability. Additionally, a lawyer who understands your business goals and objectives can help you strategically navigate complex issues so you can focus on running your company.

Commercial Lease Review and Advice

After the inception of a business idea, the next step in the process for many entrepreneurs is to secure a commercial space from which the business will run. Whether a business requires a retail storefront or a private office, an experienced business lawyer can advise you on your options and risks when entering a commercial real estate investment. Depending on whether a business owner needs assistance negotiating a commercial lease or reviewing a purchase and sale agreement, a business lawyer can help you narrow down what options will help you achieve your business goals and secure any required financing.

Business Creation and Structure Development

Creating a new business is an exciting yet overwhelming time in any entrepreneur’s life. Therefore, working with an experienced business lawyer during this crucial time can play an essential role in helping your business thrive in Canada’s corporate landscape. Working through various legal, tax, and regulatory components with a legal professional who understands the ins and outs of these nuances can save time and confusion and will ensure that you and your business remain protected. A business lawyer can help you with initial market research, choosing the best business structure, and helping you develop a comprehensive and strategic business plan, leaving no stone unturned.

Corporate Governance and Regulatory Compliance

From incorporation and minute book compilation to internal investigations and privacy compliance, a skilled business lawyer can provide business owners with unique, forward-thinking legal solutions to ensure a business maintains appropriate corporate governance and regulatory compliance throughout its lifespan. Navigating the intersection of business, policy, law, and regulation can be demanding and overwhelming. As such, a business lawyer can help public and private corporations understand how particular laws, such as Ontario’s Business Corporations Act, apply to their circumstances to help them develop adequate policies and remain on top of their regulatory reporting and disclosure requirements.

Contract Negotiation and Review

No matter the size of an enterprise, businesses regularly enter into contractual relationships with various other parties at every stage of their development and operation. However, it is imperative to ensure that parties understand their rights and responsibilities before signing a contract and appreciate any nuances that may determine how a contractual dispute may be resolved. An experienced business lawyer can draft, review and negotiate vital contracts, including shareholders agreements, lease agreements, executive employment agreements, and merger and acquisition contracts to ensure no loose ends go unaddressed.

Proactive Advice on Corporate Restructuring

Contemplating a merger and acquisition or corporate restructuring can be overwhelming. However, a skilled business lawyer can help demystify the unknowns when expanding a customer base or taking over a competitor’s operation. By providing business owners with an understanding of these complicated financial and legal transactions, a business lawyer can help pave the path for a smooth transition.

Representation in Business Disputes and Litigation

In the event that a business dispute arises, having a trusted lawyer to call on who has a true appreciation for the business and an understanding of its objectives and priorities can ensure that swift action is taken to protect the rights of both the business and the business owner. Throughout the dispute resolution process, a business lawyer will ensure that the corporation understands the options available at every stage and will provide honest and practical advice to help ensure that the dispute is resolved in the best possible manner so that all parties can move forward. Furthermore, a lawyer who has helped construct the contract or agreement in question can leverage this knowledge.

Final Takeaways for Business Owners

Hiring a business lawyer can help you manage risk and avoid costly mistakes, whether you are embarking on a new business venture or managing a successful corporation. Hiring a trusted business lawyer to help you manage your business can be an invaluable investment, from negotiating a commercial lease to drafting comprehensive corporate policies. By navigating the legal complexities that apply to your daily business operations, a business lawyer can help ensure that the practices and procedures align with the business’ goals and objectives to ensure ongoing success and longevity.

Contact the Skilled Lawyers at Willis Business Law in Windsor-Essex for Comprehensive Business Advice

If you are looking for advice on business structuring for a new entrepreneurial idea or are looking for assistance with drafting corporate policies, the experienced business lawyers at Willis Business Law, led by William Willis, can provide you with trusted advice on financing, commercial real estate matters, and regulatory compliance. We work closely with every client to understand their unique needs to provide proactive advice on workplace policies and represent parties involved in a dispute. We will ensure that your rights are protected and that a sound resolution is implemented.

Whether you want to discuss incorporation, get advice on a commercial lease, or need representation in a business dispute, our corporate and commercial lawyers are ready to help. To arrange a consultation with one of our lawyers, contact us by phone at 519-945-5470 or complete our online form.

Expropriation is a process through which a municipal government takes all or part of a privately owned parcel of land for public benefit. When the government expropriates the land, they have an obligation to pay compensation to the land’s owner. However, depending on the applicable legislation and the nature of the taking, the form of compensation may vary. With the ongoing expansion of Ontario’s infrastructure, expropriation is occurring rapidly across the province. Therefore, it is essential for private landowners to be aware of the process and potential consequences of expropriation.

This blog post will explore the concept of municipal expropriation and will answer frequently asked questions regarding the expropriation process.

What is expropriation?

Expropriation refers to the taking of land by an expropriating authority exercising statutory powers, without the landowner’s consent, for public use. The expropriating authority (often the Crown or other authorized entity) must compensate the landowner.

What legislation governs expropriation in Ontario?

In Ontario, expropriation is governed by the Expropriations Act, which sets out both the rights of the government and private landowners. However, additional provincial legislation such as the Planning Act, Municipal Act, and environmental legislation may be applicable depending on the circumstances.

Expropriation has also developed through years of court decisions, some of which have been decided upon by the Supreme Court of Canada. In Ontario, the Ontario Municipal Board is the administrative tribunal with exclusive jurisdiction over expropriations, including compensation hearings.

What “land” is subject to expropriation in Ontario?

Under Ontario’s Expropriations Act, “land” is defined to include any “estate, term, easement, right or interest in, to, over or affecting land.”

Who is considered to be a “registered owner” of land?

The Expropriations Act defines a “registered owner” as an owner of land “whose interest in the land is defined and whose name is specified in an instrument in the proper land registry or sheriff’s office, and includes a person shown as a tenant of land on the last revised assessment roll.” Stated otherwise, a registered owner is usually a person named on a property’s title or tax assessment roll.

How much notice is given to a landowner before their property is expropriated?

Once a decision to expropriate has been made, the expropriating authority must first apply to obtain approval from the “approving authority” (usually the applicable municipal council or government Minister). A Notice of Intervention for Approval to Expropriate will then be served by the expropriating authority on each registered owner of the property in question. The Notice must also be published in a local newspaper for three continuous weeks.

The Expropriations Act states that the expropriating authority may expropriate land within four months of notifying the landowner. However, in most cases, this process takes longer (even without a formal hearing). Once a registered owner or other owner receives the Notice, they have 30 days to request an inquiry into whether the expropriation of their land is “fair, sound, and reasonably necessary.”

Can I prevent an expropriation from happening?

While expropriation is not an ideal circumstance for landowners, it is challenging to prevent expropriation from happening. In most cases, a landowner’s focus shifts from stopping the expropriation to ensuring they obtain full and fair compensation for their land.

However, in some limited circumstances, a landowner may be able to convince an inquiry officer appointed under the Expropriation Act that the proposed expropriation is unnecessary.

Who determines whether an expropriation is necessary?

If a landowner opposes the proposed expropriation of their land, they may ask for a “Hearing of Necessity” under section 7 of the Expropriation Act. A Hearing of Necessity determines whether the expropriation is “fair, sound, and reasonably necessary” for the intended infrastructure and construction. Once a hearing has been requested, an inquiry officer will notify the expropriating party, the landowner, and the landowner’s representative of the hearing details. The hearing will only address whether expropriation is necessary and will not address compensation issues.

After a hearing, the inquiry officer will prepare a report to be considered by the approving authority before determining whether the expropriation is necessary. However, despite a report recommendation against the expropriation, the approving authority may proceed with expropriation and provide written reasons for proceeding. Alternatively, the expropriation may proceed with modifications. The approving authority may also decide not to proceed with the expropriation.

Can a landowner bring their concerns to court?

A landowner can bring a court application to challenge the expropriation, but only on three grounds:

• To challenge the appropriating authority’s jurisdiction;
• To determine whether the expropriating authority is acting in bad faith; or
• To question whether the expropriation is compliant with the Expropriations Act.

What happens after an expropriation is approved to proceed?

If the approving authority approves the expropriation, section 9 of the Expropriations Act requires a plan of expropriation to be registered on the title of the affected lands within three months. After a plan of expropriation has been registered, title to the land “vests” in the expropriating authority.

However, this does not automatically provide the expropriating authority an immediate right to possession. Within 30 days of the plan’s registration, the expropriating authority must serve the registered owner or other owner with the following documents:

• Notice of Expropriation;
• Notice of Possession; and
• Notice of Election.

When can the expropriating authority take possession of the land?

Once a Notice of Expropriation has been served, the expropriating authority may enter the lands, either with the landowner’s consent or with an Order from the Ontario Municipal Board, to view the land to prepare an appraisal report. After the appraisal report has been prepared, a copy must be provided to the registered landowner along with an offer of compensation (if no agreement has already been made with the landowner) within three months of the plan registration before possession is taken.

What options do landowners have for compensation?

A landowner has two options for compensation for expropriation:

1. The landowner may accept a full and final settlement offer concerning any and all claims they may have under the Expropriations Act; or
2. The landowner may accept an offer as compensation for the land’s market value on a “without prejudice” basis. In this case, the landowner reserves the right to claim additional compensation from the appropriating authority.

What type of compensation is provided?

Section 13 of the Expropriations Act provides that when land is expropriated, “the expropriating authority shall pay the owner such compensation as is determined in accordance with this Act.” Expropriated landowners are entitled to fair compensation for all of their losses resulting from expropriation and, in essence, should make them “whole.” Depending on the circumstances, compensation may be based on:

• The market value of the land itself;
• The damages attributable to disturbance (for example, business losses);
• Damages for injurious affection (i.e. any loss in value to remaining property caused by the expropriation of the expropriated land);
• Special difficulties in relocation; and
• Other payment for reasonable expenses incurred upon final settlement (for example, legal fees and appraisal fees).

Any additional value the land could have had for a special purpose different from what the landowner used it for isn’t to be considered to increase the compensation payable.

How can a landowner claim additional compensation?

Under section 26 of the Expropriations Act, if the landowner opts to accept the offer “without prejudice,” they may pursue a claim for additional compensation through negotiation (informally or through the Board of Negotiation) under section 27. Alternatively, the landowner may seek to proceed with arbitration through the Ontario Municipal Board in accordance with section 29.

Contact the Lawyers at Willis Business Law for Trusted Advice on Municipal Expropriation

The trusted business lawyers at Willis Business Law regularly advise public and private clients on matters involving municipal issues, including expropriation and acquisition. When dealing with matters involving expropriation, it is crucial for landowners to understand their options and rights under the provincial Expropriations Act and other applicable legislation. At Willis Business Law, we help clients develop practical, tailored strategies to address their unique needs and position them for the best possible outcome.

Willis Business Law is based in the heart of downtown Windsor’s financial district and proudly represents clients throughout Windsor-Essex and the surrounding regions. If you have questions and concerns regarding municipal expropriations, contact us online or call us at 519-945-5470 to schedule a confidential consultation with a member of our team.

Across Ontario, countless individuals and groups are driven by a shared passion for making a positive impact on society. In many cases, this shared passion and business goal leads to the creation of non-profit organizations. Non-profits play a pivotal role in Ontario’s social fabric, addressing a wide range of issues, including healthcare, education, environmental conservation, and social justice. This blog will provide a general roadmap for those dreaming of starting their own not-for-profit corporation to effect positive change.

This guide will explain the essential steps and critical considerations for those seeking to set up a non-profit organization in Ontario. Whether you’re an aspiring social entrepreneur, a passionate advocate, or simply someone eager to make a lasting change, this blog will equip you with the knowledge and tools you need to turn your noble aspirations into a thriving non-profit organization.

Non-Profit Organizations in Ontario: The Basics

The federal government defines a non-profit (or not-for-profit) organization as a corporation or association whose purpose is “exclusively for social welfare, civic improvement, pleasure, recreation, or any other purpose except profit.” In other words, these organizations help address a specific social cause without retaining a net profit. When non-profit organizations receive funds, for example, from grants or donors, they must be used for the organization’s purpose and cannot benefit its members. The Not-for-Profit Corporations Act governs non-profits in Ontario.

Non-Profit Organization or Charitable Corporation?

Non-profit organizations and charitable corporations are not the same, so understanding the subtle yet significant differences between them is essential. These distinctions can have far-reaching implications for an organization’s legal status, financial operations, and the scope of its activities. Some of the key differences are set out below in more detail.

Purpose and Mission

Non-profit organizations can be involved in various causes and activities, from cultural enrichment to sports and recreation. Due to their drive to serve the public generally or a specific community, non-profit organizations can engage in activities that generate income, for example, by hosting community events, which can generate profit.

Charitable corporations, on the other hand, operate under a specific charitable purpose recognized under the law. Common examples of a recognized charitable purpose include education advancement, poverty relief, or religious promotion. As such, charitable organizations focus exclusively on engaging in activities that fulfill their charitable purpose and meet the applicable legal criteria.

Tax Status

Ontario’s non-profit organizations are not automatically tax-exempt. Instead, they are subject to taxation on any generated income unless the Canada Revenue Agency specifically grants tax-exempt status. Non-profit organizations also do not issue tax receipts to donors, which can limit their ability to attract donations.

Charitable organizations, conversely, are eligible for tax-exempt status on their income and can issue tax receipts to donors who contribute monetary donations.

Donations and Fundraising

Non-profit organizations generally rely on a mix of income sources, including program fees, membership fees, revenue-generating activities, and donations.

Conversely, charitable corporations rely heavily on fundraising and charitable donations made by private donors to help support their activities.

Government Compliance and Registration

Non-profits must adhere to and comply with various regulations, including maintaining proper financial records and reporting to certain government authorities.

Charitable organizations must register with the Canada Revenue Agency for charitable status and demonstrate they meet the criteria required for charitable purposes and activities. They must also adhere to strict regulations and reporting requirements to maintain their charitable status.

Creating a Non-Profit Organization

Individuals or groups seeking to create a non-profit organization in Ontario should consult with a business lawyer to determine whether a non-profit corporation will adequately suit their intention and ensure they take the proper steps when preparing and setting up the organization.

Some key steps in setting up a non-profit organization are outlined below.

Incorporating a Non-Profit Organization

While Ontario does not require non-profit organizations to be incorporated, incorporation has several benefits, including liability protection and longevity. Incorporation turns a business into a separate legal entity, providing officers and directors protection from personal liability in case of a lawsuit. Incorporation also allows a business to continue operating even if membership changes or key individuals pass away.

To incorporate a non-profit, applicants must apply through the Ontario Business Registry and determine, among other things, whether the non-profit will have a charitable purpose and what the name of the non-profit will be. Applicants must also create and file the Articles of Incorporation.

Articles of Incorporation

Non-profit organizations in Ontario must develop their Articles of Incorporation under section 7 of the Not-for-Profit Corporations Act. The Articles are legal documents that must be filed with the government as part of the incorporation process and contain pertinent information relating to the corporation’s structure and governance. Generally, a non-profit corporation’s Articles of Incorporation will include:

• Basic information about the corporation, including the name, the type of corporation, and the address;
• Details for the corporation’s registered office;
• The corporation’s primary purpose, including specific objectives and activities related to the organization’s not-for-profit purposes;
• A list of the names and addresses of directors and officers;
• Special restrictions or provisions related to the corporation’s governance (for example, limitations about the corporation’s ability to distribute profits); and
• A signed declaration confirming the information contained within the Articles of Incorporation is true and accurate and confirming that those incorporating the non-profit have the authority to do so.

Bylaws

While not required as part of the incorporation process, a corporation’s bylaws, particularly concerning a non-profit corporation, are critical as they outline the rights and responsibilities of the directors, officers, and members. A corporation’s bylaws also set out the procedures to be followed when making decisions for the corporation.

Ongoing Obligations

Once a non-profit organization has been incorporated, the corporation will have ongoing legal and financial obligations to comply with. For instance, non-profit corporations will be subject to particular tax filing requirements and must hold an annual members meeting.

Contact the Business Lawyers at Willis Business Law for Trusted Advice on Non-Profit Corporations

The knowledgeable business and non-profit lawyers at Willis Business Law understand that embarking on a new journey, particularly one with a societal mission, can be both exhilarating and daunting. Setting up a non-profit organization can be complex, with numerous legal and administrative steps. However, it’s also a journey filled with boundless opportunities to make a real difference in your community and beyond. Our team of skilled non-profit lawyers can help you develop innovative legal solutions and provide practical advice to meet your needs, from incorporation to governance solutions and financing. To schedule a consultation with a member of our team, contact us online or call us at 519-945-5470.

Securing the right commercial space is a pivotal decision that can make or break the potential success of your business enterprise. For entrepreneurs and business owners in Ontario, finding the perfect location is just the beginning of a complex journey that involves commercial lease negotiation and review. Over the last few months, the backdrop against these negotiations has been further complicated by the challenge of high financing rates.

This blog post will discuss offers to lease and commercial lease agreements in the context of negotiating terms and financing considerations. It will also consider the importance of obtaining sound legal advice throughout commercial real estate transactions. Finally, this post will explore the impacts of the rising interest rates on the Canadian commercial real estate market with a particular focus on the Windsor region.

Is an Offer to Lease a Binding Agreement?

When a commercial tenant negotiates with a prospective landlord, an initial document known as an Offer to Lease (or an Agreement to Lease) containing specific terms will often precede the commercial lease itself. While the commercial lease is the focal point of the negotiation, the Offer to Lease is just as important as the lease itself for setting the relationship between the parties.

The Offer to Lease is a critical document, as once the Offer to Lease has been negotiated and finalized, the deal between the parties is often considered complete. In some cases, landlords and commercial tenants may treat an Offer to Lease as a final lease, while in other situations, the Offer to Lease is used to determine the substantive features of the lease agreement by identifying of the parties, describing the premises, outlining the term of the lease, and setting out particulars regarding rent. When an Offer to Lease sets out the relevant information relating to the commercial lease, it can be considered binding and enforceable. Therefore, if a party fails to meet their obligations under the lease, they may face legal consequences. For these reasons, it is helpful for parties to obtain legal advice from an experienced commercial real estate lawyer to ensure that their rights and interests are protected from the start of the potential landlord-tenant relationship.

Negotiating a Commercial Lease

Commercial lease agreements are more than just contracts. They are the foundation upon which a business will flourish. The terms and conditions outlined in these agreements can significantly impact your overhead costs, flexibility, and, ultimately, your profitability. As such, understanding the intricacies of lease negotiation and review is paramount for any business owner, both seasoned and novice alike.

The prevailing financial environment adds to the complexity of lease negotiations in Ontario, as the commercial lending market has seen substantial fluctuations in financing rates. This has impacted various aspects of commercial leases and commercial lending.

In Ontario, commercial leases are governed by the provincial Commercial Tenancies Act. Commercial leases may contain various elements that are different from other lease types, such as net leases, design-build leases, and purchase options. Since commercial leases can impact the long-term viability of a business, using “boilerplate” lease agreements or failing to conduct sufficient due diligence can expose a party to costly litigation.

The Impact of Rising Interest Rates on Commercial Real Estate

Over the last year, Canada has seen rising interest rates, which has led to the curtailment of floating and fixed-rate commercial real estate lending activity across the country. Although the current interest rate is comparatively favourable compared to historical rates, many borrowers with the ability to temporarily forgo transacting are choosing to do so in hopes that the rates will soon stabilize or decline.

With debt service payments increasing due to the higher interest rates, underwriters are facing new challenges, and borrowers are asking for increased flexibility with respect to repayment to take advantage of potential future opportunities to refinance if rates decrease. The rising interest rate has also negatively impacted commercial lending activity. Therefore, while many people have continued to work remotely due to the COVID-19 pandemic, those seeking to return to the office or change office locations may reconsider their financing options.

The State of Windsor’s Commercial Real Estate Market

In Windsor, the first six months of 2023 saw a decline in commercial real estate deals and their values compared to the first half of 2022. This trend has been largely attributed to high interest rates. However, the city is still on track for its second-best year.

The Associate President of Coldwell Banker Richard Ellis (CBRE) Windsor has indicated that “[o]ffice space is not a large part of our market at the best of times, but those assets are facing challenges in terms of finding liquidity”, while industrial property has not been substantially affected. Compared to the number and value of deals in 2022, CRBE Windsor anticipates an overall year-end decline of 33 percent.

With an eye toward Windsor’s commercial real estate market, CRBE Windsor Senior Vice President Brook Handysides expects the market to ride out higher interest rates comfortably and stated that the Windsor region has been “outperforming other markets across Canada.” While many recent commercial real estate transactions have included local retail and land purchases for future industrial and residential development, office space remains uncertain, particularly in the downtown core. The current vacancy rate is “43.4 percent of listed space, including sub-listed space in the active market.” This vacancy rate can also be considered in light of the ever-changing choices of work arrangements, including remote and hybrid offices.

Willis Business Law Provides Quality Commercial Real Estate Advice to Windsor-Essex County Businesses

The experienced business lawyers at Willis Business Law frequently advise corporate clients on commercial matters, including financing and commercial real estate matters, such as commercial leasing. Our lawyers understand the need for commercial tenants and landlords to minimize risk exposure and preserve their interests, particularly in today’s uncertain financial landscape and commercial real estate market.

Willis Business Law has offices located in Windsor’s financial district. We proudly represent private sector and public clients throughout Windsor-Essex County and the surrounding region. If you have questions about commercial leasing or want to learn more about debt financing solutions, contact us by phone at 519-945-5470 or reach out online to schedule a confidential consultation with a member of our business law team.

A corporate minute book is essential to any corporation’s record-keeping documentation. Therefore, every corporation must ensure that they comply with the applicable legislation. In Ontario, it is not only considered to be a best practice but it is required by law that a corporation’s minute book remains accurate and up-to-date. A well-organized corporate minute book protects the corporation, its directors and officers from potential legal liability and penalties, and it also shows the corporation’s commitment to their responsibilities, accountability and transparency.

This blog will explain what a corporate minute book is, why it is important, the consequences of not maintaining an accurate corporate minute book, and how working with an experienced business lawyer can help a corporation ensure that their corporate minute book remains compliant with the law.

What is a Corporate Minute Book?

Whether an incorporated company is a small, local store, or a large business operating several locations, a corporate minute book provides foundational information for the corporation throughout its lifetime.

A corporate minute book is necessary for any company operating in Ontario. Section 139(1) of the Ontario Business Corporations Act permits a corporate minute book to either be in the form of a physical object, such as a binder, or an electronic format. It contains corporate information and acts as a historical record of all key decisions and actions taken by the company’s board of directors and shareholders. Section 140 of the Ontario Business Corporations Act requires that a corporate minute book contain a compilation of:

• minutes from meetings;
• resolutions passed;
• articles of incorporation;
• bylaws;
• shareholder agreements;
• register of directors;
• resolutions;
• securities register; and
• other official records.

In Ontario, section 140 of the Ontario Business Corporations Act requires every corporation, regardless of size, to prepare, maintain, and update certain records at its registered office or another location designated by its directors.

Why is it Important to Maintain a Complete, Well-Organized Corporate Minute Book?

The information contained within a corporate minute book can be useful for legal and regulatory purposes, and it must be available for inspection by directors, officers, shareholders, and other authorized parties. With all corporate records stored in a central location, it can also illustrate the corporation’s evolution through time and can help resolve any disputes or conflicts that may arise. An accurate and organized corporate minute book can help attract potential investors and demonstrate a corporation’s credibility and trust with its stakeholders.

Ontario law requires that each corporation maintains a corporate minute book. Failure to comply with this requirement may result in unnecessary penalties, fines, or legal disputes against the corporation. For example, section 256 of the Ontario Business Corporations Act states that an incomplete or inaccurate minute book may be considered to be a “misrepresentation,” which can result in a finding of liability by the corporation and its directors. Such an offence can lead to financial consequences or a term of imprisonment.

Moreover, an unorganized or inaccurate corporate minute book may result in a tax audit by the Canada Revenue Agency. At Willis Business Law, our lawyers provide clients with trusted advice and comprehensive strategies to ensure that corporations are not subject to costly business disruptions or other consequences.

When Must a Corporate Minute Book be Updated?

Many events could trigger a corporate minute book update. For instance, if the corporation is subject to an upcoming major event, such as a significant investment or merger, a business lawyer can help a corporation limit its liability exposure and ensure that all compliance requirements are adhered to so that the transaction can close smoothly. Changes to the directors, officers, or shareholders of the corporation must be reflected in the corporate minute book, in addition to changes in the location of a corporation’s registered office.

When a triggering event occurs, the corporation must update the corporate minute book through a resolution of the directors and shareholders.

There are several components of a corporate minute book which should also be reviewed and updated on an annual basis, such as:

• appointments of directors and officers;
• records of the previous year’s approved financial statements;
• records of the previous year’s declared dividends, management bonuses, and shareholder loans; and
• records of the previous year’s important corporate developments, such as share transfers.

Can a Corporation Operate if the Corporate Minute Book is Not in Good Standing?

Despite the law requiring every corporation to prepare and maintain a corporate minute book, it is not uncommon for a company to be operating without a corporate minute book. While it is recommended to prepare a corporate minute book during the incorporation of a company, one may be reconstructed to include statutory declarations, supporting resolutions, and any other necessary records.

In cases where a corporation has a minute book but it does not accurately reflect the current circumstances of the company, it is possible to rectify the resolutions to bring the minute book back into good standing.

If you require assistance with updating resolutions or preparing a new corporate minute book, contact a trusted corporate lawyer for assistance.

Contact the Business Lawyers at Willis Business Law for Advice on Corporate Minute Book Compliance

At Willis Business Law, our skilled business lawyers regularly guide and advise our corporate clients on their corporation’s obligations and responsibilities, which includes corporate minute book compliance. Our business law team understands that it is essential to ensure that corporate minute books are up-to-date, accurate and organized. We provide our clients with corporate minute book reviews and ensure that no compliance requirement has gone overlooked.

Willis Business Law is located in the heart of Windsor’s financial district. Our lawyers serve a wide range of public and private clients throughout Windsor-Essex County and the surrounding areas with a variety of business, employment and labour law needs. Contact us at 519-945-5470 or complete our online form to schedule a consultation with a member of our business law team to learn how we can assist you.