Corporate & commercial law · Toronto
Corporate Lawyer in Toronto
Your company signs contracts, adds owners, raises money and changes direction faster than anyone updates the paperwork. A corporate lawyer's job is to keep the legal structure in step with the business, so the documents hold up when an investor, a buyer or a co-founder finally reads them.
- Ontario & federalOBCA and CBCA corporations
- 401 Bay StreetToronto, by appointment
- Since 2003David Moon called to the Ontario Bar
OMQ Law is a corporate and commercial practice at 401 Bay Street in Toronto. We act for founders, owners and management teams of growing Ontario companies, on everyday contracts through to financings and sales.
Most corporate legal problems don't start as problems. They start as a shortcut that made sense at the time: a handshake split between co-founders, a supplier contract signed on the other side's paper, a minute book nobody opened after incorporation.
Our approach
Structure, contracts and governance, looked at together
We look at agreements, share structure and governance together, because that is how they fail together. A shareholder agreement that ignores your financing plans, or a customer contract that contradicts your limitation of liability, creates risk that no single document review will catch.
Understand the goal
The commercial objective behind each agreement comes first, before anyone drafts a clause.
Find where terms bite
We identify where legal terms will affect how the business actually runs, not just how it reads.
Give you the trade-offs
Plain-language options, so you make the call with full information and no surprises later.
Corporate vs. commercial
What a corporate lawyer does for a growing company
A corporate lawyer handles the legal life of the company itself: how it is set up, who owns it, who controls it and how it changes hands. A commercial lawyer handles the company's dealings with everyone else, mainly the contracts that run the business day to day.
Most growing companies need both, and the line between them blurs quickly. That is why our corporate and commercial work sits in one practice.
| Dimension | Corporate work | Commercial work |
|---|---|---|
| Focus | The company itself | The company's relationships |
| Typical documents | Articles, by-laws, shareholder agreements, resolutions | Supply, services, distribution and licensing agreements |
| Key question | Who owns and controls the business? | Who carries which risk, at what price? |
| Common trigger | New owner, financing, reorganization, sale | New customer, supplier, partner or market |
| Governing law | Ontario Business Corporations Act or Canada Business Corporations Act | Contract law and the terms you negotiate |
| Cost of neglect | Deadlocks, disputed ownership, failed diligence | Uncapped liability, unpaid invoices, lost IP |
| Who reads it later | Investors, buyers, lenders, courts | Counterparties, insurers, courts |
| When to involve a lawyer | Before the change happens | Before you sign |
Where it shows up
Where corporate & commercial issues really surface
These issues rarely announce themselves. They surface at the worst possible moment, usually when someone outside the company starts asking questions.
- 01
The investor asks for the minute book
The lead investor's counsel sends a diligence list, and the corporate records are incomplete. Missing resolutions and unsigned share issuances have to be fixed before closing, under time pressure and at the investor's pace.
- 02
Two co-founders disagree for the first time
There is no shareholder agreement, so the corporate statute and your articles decide what happens. They say very little about deadlock, buyouts or what happens when an owner leaves.
- 03
A key customer contract is on the customer's paper
Their template caps their liability and leaves yours open. Nobody noticed, because the deal was urgent and the terms looked standard.
- 04
The company outgrew its structure
A holding company, a new class of shares or a reorganization would now make sense. Doing it after the fact costs more and needs your accountant and lawyer working from the same plan.
Ontario or federal
Choosing where to incorporate
You can incorporate under the Ontario Business Corporations Act (OBCA) or the federal Canada Business Corporations Act (CBCA). Neither is better in the abstract; the right choice depends on where you operate and who sits on your board.
| Rule | ONOntario (OBCA) | CAFederal (CBCA) |
|---|---|---|
| Director residency | No Canadian residency requirement since July 5, 2021 | At least 25% resident Canadian directors, or one if fewer than four |
| Registry | Ontario Business Registry | Corporations Canada |
| Significant-control register | Required for most private corporations since January 1, 2023 | Kept and filed with Corporations Canada annually and within 15 days of a change |
| Operating outside Ontario | Extra-provincial registration may be needed in each other province | Name protection across Canada; provincial registration may still be needed |
| Usually suits | Businesses operating mainly in Ontario | Businesses expanding across Canada early |
For most Toronto companies doing business mainly in Ontario, an OBCA corporation is the simpler starting point. If you plan to operate in several provinces early, the federal route deserves a closer look.
What this looks like in practice
The corporate and commercial matters we handle
Commercial agreements
Supply, distribution, services and licensing contracts, drafted or reviewed against how you actually operate.
Shareholder & partnership agreements
Control, share transfers, deadlock and exits, settled while everyone still agrees.
Corporate structuring
Holding companies, new share classes and reorganizations, planned alongside your accountant.
Governance & compliance
Minute books, resolutions, registers and annual filings kept ready for diligence.
Joint ventures & partnerships
Strategic partnerships from the term sheet through to the definitive agreement.
Bigger moments
Raising capital brings in securities law and the prospectus exemptions. Selling or buying a business moves into mergers and acquisitions.
Compliance calendar
The filings Ontario corporations miss most often
Corporate compliance is mostly calendar discipline. Missed filings rarely cause a crisis on their own, but they turn into one during a financing or sale.
Annual return
Filed through the Ontario Business Registry under the Corporations Information Act. Ontario's filing rules
Notice of change
Updates to directors, officers or the registered office address.
Significant-control register
Kept at the registered or head office and updated as ownership changes.
Minute book
Articles, by-laws, resolutions and registers of directors, officers and shareholders.
An honest answer
When you need a corporate lawyer, and when you don't
You can often handle it yourself
- Routine annual filings, on your own or with your accountant
- A simple sole-owner corporation with no outside investors
- Standard terms for low-value, everyday purchases
Signals it is time to involve a corporate lawyer
- A second owner is joining, or an existing owner wants out
- An investor, lender or buyer is about to review your company
- A contract puts significant revenue, IP or liability at stake
- You are restructuring, adding a holding company or issuing shares
- Legal decisions come up often enough that one-off reviews no longer keep up
If that last point sounds familiar, ongoing support as your outside general counsel may fit better than matter-by-matter work.
Weighing a corporate or commercial decision?
Talk it through with David before the documents are drafted, while you still have every option.
How we work with clients
From first call to clear scope
- 1
A call with David
The aim is to understand where things stand and what is coming next, before anyone talks about documents.
- 2
A clear scope, in writing
The work and how it will be billed are agreed in an engagement letter before anything starts.
- 3
Per-matter or ongoing
Some clients need a single agreement or transaction; others want an ongoing point of reference as questions come up.
FAQ
Corporate Lawyer Toronto: Frequently Asked Questions
What does a corporate lawyer do?
A corporate lawyer advises on how a company is formed, owned, governed and changed. That covers incorporation, share structure, shareholder agreements, corporate records, financings, reorganizations and the sale of a business, along with the commercial contracts the company relies on.
How much does a corporate lawyer cost in Toronto?
It depends on the matter and how much of it is standard. A focused contract review is a very different scope from a financing or a sale, so at OMQ Law the scope and billing are agreed in an engagement letter before any work starts.
Do I need a lawyer to incorporate in Ontario?
No, you can incorporate yourself through the Ontario Business Registry. Where a lawyer adds value is in the choices around it: share structure, multiple owners, a holding company, and organizing the minute book so it holds up to later diligence.
What is the difference between a corporate lawyer and a business lawyer?
The terms overlap and are often used interchangeably. "Business lawyer" usually describes the broader advisory role; "corporate lawyer" points more specifically to the company's structure, ownership and transactions.
Do I need a shareholder agreement in Ontario?
It is not legally required, but most companies with more than one owner benefit from one. Without it, the corporate statute and your articles govern, and they say little about deadlock, share transfers or what happens when an owner leaves or dies.
Should my business have a holding company?
It depends on your tax position, your plans for the business and how you want to hold profits and assets. A holding company helps in some situations and adds cost and complexity in others, so the decision is usually made together with your accountant.
Let's talk through your situation
If you are weighing a corporate or commercial decision in Toronto, the earlier the legal side is part of the conversation, the more options you keep.
The information contained on this website is provided for general informational and marketing purposes only and does not constitute legal advice. Transmission or receipt of information through this website does not create a lawyer-client relationship between you and OMQ Law or any of its lawyers. A lawyer-client relationship is established only upon our confirmation of representation through a signed engagement agreement.
No solicitor-client privilege or confidentiality obligation arises from any unsolicited communications sent to us through this website or by email.
The results of past matters described or referenced on this website do not guarantee or predict similar outcomes in future matters. Every legal matter is unique, and results will vary depending on the specific facts and circumstances involved.
OMQ Law's lawyers are licensed to practise law in the Province of Ontario, Canada. Nothing on this website constitutes an offer to provide legal services in any jurisdiction in which a lawyer is not licensed or authorized to practise.
Last updated November 9, 2026.