A. NAME CHANGE G. ONTARIO BUSINESS …

[Pages:7]A. NAME CHANGE

?Ontario Name Change Package ?Federal Name Change Package

B. CORPORATE CHANGES

?Change of Registered Office ?Change of Directors ?Change of Officers ?Change in Banking Arrangements ?Change in By-law ?Issue of Shares ?Transfer of Shares ?Lost Share Certificate ?Pledge of Shares ?Change of Auditor

G. ONTARIO BUSINESS NAMES/PARTNERSHIPS

?Business Names ?Sole Proprietorships/General Partnerships ?Limited Partnerships ?Withdrawal

H. EXTRA-PROVINCIAL REGISTRATION IN ONTARIO

?Ontario Extra-Provincial Registration Package

I. EXTRA-PROVINCIAL REGISTRATION

?Extra-Provincial Registration Package

C. ANNUAL PROCEEDINGS

?Annual Resolutions ?Annual Minutes

D. FUNDAMENTAL CHANGES

?Articles of Amendment ?Short Form Vertical or Horizontal Amalgamation ?Long Form Amalgamation ?Post-Amalgamation Organizational Matters ?Continuance into Ontario Jurisdiction ?Continuance into Federal Jurisdiction ?Post-Continuance Organizational Matters ?Ontario Voluntary Dissolution ?Ontario Revival

J. MISCELLANEOUS CORPORATE DOCUMENTS

?Authenticate and Legalize Document ?Certificate of Incumbency ?Officer's Certificate ?Unanimous Shareholder Agreement/Sole Shareholder Declaration ?Declaration of Trust ?Supply of Share Certificates

K. CORPORATE REVIEW

?Due Diligence Minute Book Review ?Rectification Documents

E. BOARD AND SHAREHOLDER

RESOLUTIONS

?Declaration of Dividend, Management Fee or Bonus ?Redemption of Shares ?Repurchase of Shares for Cancellation ?Reduction of/Addition to Stated Capital ?Standard Authorizing Resolution

L. OTHER SERVICES

?Other Corporate Documents and Services

F. CORPORATE NOTICES AND ANNUAL

RETURNS

?Ontario Corporate Notice/Annual Return ?Form 3 and Form 6 Federal Notices ?Form 22 Federal Annual Return ?Federal Annual Summary ?Extra-Provincial Annual Return

? "CPVSB" means the Central Production and Verification Services Branch of ServiceOntario, Ontario Ministry of Government Services

? Fees will be charged at the starting tariff rate but may be increased depending on the complexity of the work.

SUMMARY

A NAME CHANGE

ONTARIO NAME CHANGE PACKAGE

1 Obtain NUANS name search report. Prepare resolution to authorize articles of amendment. Complete

articles of amendment in prescribed form. File articles of amendment with CPVSB.

Prepare post-name change resolutions to approve new form of corporate seal and new form(s) of share certificate(s). Prepare replacement issued share certificates. Update share records accordingly.

FEDERAL NAME CHANGE PACKAGE

2

Obtain NUANS name search report. Request Name Decision Letter from Corporations Canada in respect of proposed new name. Prepare resolution to authorize articles of amendment. Complete articles

of amendment in prescribed form. File articles of amendment with Corporations Canada.

Prepare post-name change resolutions to approve new form of corporate seal and new form(s) of share certificate(s). Prepare replacement issued share certificates. Update share records accordingly.

B CORPORATE CHANGES (ONTARIO OR FEDERAL CORPORATION)

Change of Registered Office:

3

Prepare appropriate resolution(s) to approve change in municipality of registered office and/or registered office address. Complete and file corporate notice with CPVSB or Corporations Canada, as

applicable.

Change of Directors:

4

Prepare appropriate resolution to accept resignations/remove old directors, elect new directors and, if applicable, fix number of directors. Prepare Consent to Act as a Director for each new director.

Complete and file corporate notice with CPVSB or Corporations Canada, as applicable.

Change of Officers:

5 Prepare appropriate resolution to accept resignation/remove old officers and appoint new officers.

Complete and file corporate notice with CPVSB or Corporations Canada, as applicable.

Change in Banking Arrangements:

6 Prepare board resolution to rescind old banking resolution and approve new form of banking resolution

designating new cheque signing authority.

Change in By-law:

7 Prepare amending by-law. Prepare board and shareholder resolutions to approve and confirm amending

by-law.

Issue of Shares:

8 Prepare share subscription. Prepare board resolution issuing new shares. Prepare share certificate for

new shareholder. Update minute book registers and ledgers.

Transfer of Shares:

Prepare board or shareholder resolutions, as the case may be, to approve transfer of shares. Prepare

9 Share Transfer instrument. Prepare simple Share Purchase Agreement (if appropriate). Prepare

replacement share certificate for new shareholder. Update minute book registers and ledgers accordingly.

Transmission of Shares from Deceased Shareholder: Prepare Declaration of Transmission by estate trustee(s) of Deceased Shareholder. Prepare board

10 resolution to approve transmission of shares (and approve transfer of shares to beneficiary, if

appropriate). Prepare replacement share certificate for new shareholder. Update minute book registers and ledgers accordingly.

Lost Share Certificate:

11

Prepare Certificate and Indemnity of Loss by shareholder in respect of lost share certificate(s). Prepare board resolution to confirm cancellation of lost certificate. Prepare replacement share certificate (if

appropriate). Update shareholder's ledger accordingly.

Pledge of Shares:

12 Prepare board resolution approving pledge of share. Prepare share certificate for pledgee (if

appropriate). Update shareholder's ledger accordingly.

13

Change of Auditor: Prepare shareholders' resolution to remove or otherwise change auditor. Prepare Notice to new auditor.

C ANNUAL PROCEEDINGS (ONTARIO OR FEDERAL CORPORATION)

Annual Resolutions:

Prepare resolutions of the directors and shareholders to approve and receive the financial statements,

14 confirm past proceedings, elect directors, appoint auditor/accountants and appoint officers. Prepare

Consent to Act as Director for each new director. Prepare Acknowledgement of Receipt of financial statements. Prepare Consent to Audit Exemption, as appropriate.

Annual Minutes:

Prepare notices calling annual board and shareholder meetings (or waivers of notice by directors and shareholders). Prepare proxies (as appropriate). Prepare scrutineer's report (as appropriate). Prepare

15 minutes of board and shareholder meetings to approve and receive financial statements, confirm past

proceedings, elect directors, appoint auditor/accountants, appoint officers. Prepare Consent to Act as Director for each new director. Prepare Acknowledgement of Receipt of financial statements. Prepare Consent to Audit Exemption (as appropriate).

D FUNDAMENTAL CHANGES (ONTARIO OR FEDERAL CORPORATION)

AMENDMENT

Articles of Amendment (to create new classes of shares, add/change or remove restrictions on the issue, transfer or ownership of

shares, change the number of directors, change the share attributes, etc.):

16 Prepare special resolution to authorize articles of amendment. Prepare articles of amendment in

prescribed form. Attend to filing of articles of amendment with CPVSB or Corporations Canada (as appropriate).

AMALGAMATION

Short Form Vertical or Horizontal Amalgamation:

17

Prepare authorizing board resolution of each amalgamating corporation, articles of amalgamation and directors'/officers' statement for each amalgamating corporation. Attend to filing with CPVSB or

Corporations Canada, as appropriate.

Long Form Amalgamation (with Amalgamation Agreement): Prepare authorizing board and shareholders' special resolution of each amalgamating corporation.

18 Prepare amalgamation agreement. Prepare articles of amalgamation. Prepare directors/officers'

statement for each amalgamating corporation. Attend to filing with CPVSB or Corporations Canada, as appropriate.

Post-Amalgamation Organizational Matters:

19

Assemble post-amalgamation minute book for amalgamated corporation. Prepare post-amalgamation organizational resolutions of the directors and shareholders to approve new by-law(s), elect directors,

appoint officers, approve new banking arrangements, confirm shareholding, etc. Complete and attend to

filing of corporate notice. Prepare new issued share certificates. Complete registers and ledgers for amalgamated corporation. Order new corporate seal (if appropriate).

CONTINUANCE

Continuance into Ontario Jurisdiction (from Federal jurisdiction) Obtain Ontario NUANS name search report. Prepare special resolution of shareholders authorizing the

20 continuance of the Corporation into the Province of Ontario. Prepare articles of continuance. Request

letter of satisfaction or similar authorization form and obtain certified copy of charter documents from government. Attend to filing of articles of continuance with CPVSB.

Continuance into Federal Jurisdiction (from Ontario jurisdiction) Obtain Federal NUANS name search report. Prepare special resolution of shareholders authorizing the continuance of the Corporation into Federal jurisdiction. Prepare Federal articles of continuance.

21 Complete Form 7 Application for Authorization to Continue in Another Jurisdiction in prescribed form.

Complete Form 2 Notice of Registered Office and Directors. Attend to filing of Form 7 Application for Authorization to Continue in Another Jurisdiction with CPVSB. Attend to filing of Federal articles of continuance and Form 2 with Corporations Canada in Ottawa.

Post-Continuance Organizational Matters Assemble post-continuance minute book for continued corporation. Prepare post-continuance organizational resolutions of the directors and shareholders to approve new by-law(s), confirm directors,

22 officers, banking arrangements, shareholding, set records office, etc. Prepare Consent to Act as a

Director for each new director. Complete new banking documents for continued corporation (if appropriate). Complete and attend to filing of corporate notice filing. Prepare replacement share certificates. Optional: Order new corporate seal (if appropriate).

ONTARIO & FEDERAL VOLUNTARY DISSOLUTION OR REVIVAL

Ontario Voluntary Dissolution: Conduct Ontario corporate search to confirm status of corporate notice filings. Prepare board resolution

23 and special resolution of shareholders to authorize voluntary dissolution. Prepare General Conveyance

Agreement. Attend to filing of articles of dissolution (once terminal Ontario and Federal tax returns filed) with CPVSB.

Ontario & Federal Revival:

Conduct Ontario corporate or Corporation's Canada search to confirm status of corporate notice filings.

24

Complete and file outstanding Ontario corporate notice under Corporations Information Act (Ontario) or complete and file outstanding Form 22, Annual Returns with Corporations Canada. Complete

Articles of Revival. Attend to filing with CPVSB. Prepare post-revival organizational documents to re-

confirm corporate structure and generally update corporate records (if required).

E BOARD AND SHAREHOLDER RESOLUTIONS

CHANGES IN ISSUED SHARE CAPITAL

Declaration of Dividend, Management Fee or Bonus:

25

Prepare board resolution to authorize declaration and payment of dividend, management fee or bonus. Optional: Prepare solvency certificate by officer of corporation (in support of dividend declaration

only), as required.

Redemption of Shares:

26

Prepare board resolution to authorize redemption of shares. Prepare notice of redemption or waiver of notice period, as applicable. Optional: Prepare solvency certificate by officer of corporation, as

required. Update minute book registers and ledgers accordingly.

Repurchase of Shares for Cancellation:

27

Prepare authorizing board resolution and Purchase for Cancellation Agreement re repurchase of shares for cancellation by corporation. Optional: Prepare solvency certificate by officer of corporation, as

required. Update minute book registers and ledgers accordingly.

Reduction of/Addition to Stated Capital:

28 Prepare special resolution of shareholders (as appropriate) to authorize reduction of or addition to stated

capital for particular class of shares.

AUTHORIZING RESOLUTIONS

Standard Authorizing Resolution:

29 Prepare board/shareholder resolutions to authorize entering into of agreement, giving of shareholder

loan, creation of debenture, bank borrowing, giving of security, etc.

F CORPORATE NOTICES AND ANNUAL RETURNS

Ontario Corporate Notice/Annual Return:

30 Complete Form I or Form 2 Initial Return/Notice of Change under Corporations Information Act

(Ontario). Attend to filing at CPVSB.

Form 3 and Form 6 Federal Notices

31 Complete Form 3 Notice of Change of Registered Office or Form 6 Notice of Change of Directors

under Canada Business Corporations Act. Attend to filing with Corporations Canada in Ottawa.

Form 22 Federal Annual Return

32 Complete Form 22 Federal Annual Return; forward to you for approval and signature. Receive and

review signed Federal Annual Return and e-file with Industry Canada.

Federal Annual Summary:

33 Complete Federal annual summary (for non-share capital corporations) under Canada Corporations Act.

Attend to filing with Corporations Canada in Ottawa.

Extra-Provincial Annual Return:

34

Complete extra-provincial annual return under appropriate extra provincial corporate statute. Attend to filing with appointed extra-provincial attorney for service or governmental authority, as the case may

be.

CRA Return:

35 Complete Ownership return under Corporations Returns Act (Canada). Attend to filing with CRA

Administration.

G ONTARIO BUSINESS NAMES/PARTNERSHIPS

Business Names:

36 Complete business name registration form under Business Names Act (Ontario); arrange for approval

and attend to filing at CPVSB; prepare brief report.

Sole Proprietorships/General Partnerships:

37 Complete sole proprietorship/general partnership registration form under Business Names Act (Ontario),

arrange for approval and attend to filing at CPVSB; prepare brief report.

Limited Partnerships:

38 Complete limited partnership registration form under Limited Partnerships Act (Ontario); arrange for

signature and attend to filing at CPVSB; prepare brief.

Withdrawal:

39 Complete withdrawal of Business Name, Sole Proprietorship, Partnership or Limited Partnership under

appropriate statute. Attend to filing at CPVSB.

H EXTRA-PROVINCIAL REGISTRATION IN ONTARIO

Ontario Extra-Provincial Registration Package (for foreign corporations):

Obtain Ontario NUANS name search report to determine name availability in Ontario. Complete Form

40

1 Application for Extra-Provincial Licence in prescribed form and Form 2 Appointment of Agent for Service under Extra-Provincial Corporations Act (Ontario). Complete Form 2 Initial Return under

Corporations Information Act (Ontario). Prepare text of authorizing resolution to be passed by board of

directors. Attend to filing with CPVSB and report to you.

I EXTRA-PROVINCIAL REGISTRATION (IN ANY PROVINCE OF CANADA)

Extra-Provincial Registration Package

Retain extra-provincial agent to act as attorney for service in applicable province and conduct required

41

name search in that province. Complete prescribed extra-provincial registration form and appointment of attorney for service form. Obtain or prepare supporting corporate documentation required by

applicable province. Prepare text of authorizing resolution for passage by board of directors. Coordinate

filing of documentation with extra-provincial agent or governmental authority, as appropriate.

J MISCELLANEOUS CORPORATE DOCUMENTS

Authenticate and Legalize Document (for use in another country):

42 Prepare notarized copy of document. Attend at Management Board Secretariat to authenticate notarized

document. Attend at applicable Consulate to legalize document.

Certificate of Incumbency:

43 Prepare certificate by officer or director certifying valid appointment or incumbency of certain officers

or directors of corporation.

Officer's Certificate:

44

Prepare certificate by officer certifying due incorporation, borrowing authority (or non-restriction of borrowing authority), due authorization of agreement or document and incumbency of certain officers or

directors + assembly of all relevant.

Unanimous Shareholder Agreement/Sole Shareholder Declaration:

45

Prepare unanimous shareholder agreement or sole shareholder declaration under Business Corporations Act (Ontario) or Canada Business Corporations Act to remove or limit the powers of the directors and

vest them in the shareholders.

Declaration of Trust:

46 Prepare Declaration of Trust to reflect that registered shareholder holding shares in trust for beneficial

shareholder.

47

Supply of Share Certificates: Prepare set of 10 customized blank share certificates for Ontario or Federal corporation.

K CORPORATE REVIEW

Due Diligence Minute Book Review:

48

Review corporate minute books, share records and corporate filings with a view to identifying all corporate deficiencies. Prepare detailed memorandum summarizing minute book review and suggesting

curative or rectification resolutions to be prepared or suggested action to be taken.

Rectification Documents:

49 Prepare rectification corporate documents (including board and/or shareholder resolutions, by-laws,

share certificates), attending to required Notice filings, complete minute book registers and ledgers, etc.

L OTHER SERVICES (at hourly billing rate)

Other Corporate Documents and Services

All other corporate documents and services not included in the above fee schedule (including, without

50

limitation, the preparation of documents in connection with Secured Financings, Asset/Share Purchase Transactions and Corporate Reorganizations, Private Placements and Tax-Driven Transactions) will be

charged at an hourly rate (upon request). Before we proceed with any work, at your request, we will

provide you with a ballpark estimate of the anticipated law clerk fees.

Included in Fees ?Local Fax Charges ?Postage ?Simple scanning of documents

Not Included in Fees ?Prescribed government charges ?Agents' fees ?Search house disbursements ?Online transmission charges ?Courier charges ?Photocopying charges ?Long distance fax charges ?Long distance telephone charges ?Substantive scanning charges ?All applicable tax charges

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