Business Law
Sole Proprietorship(Entreprise à la propriétaire unique) - ANS -business owned and operated
by one person
General Partnership (les sociétés en nom collectif/ SNC) - ANS -partnership in which partners
share equally in both responsibility and liability
Their intention is to create a commercial relationship to realize profit
When one person dies or retires - ANS -The SNC is automatically dissolved, but the SNC can
continue to operate between the remaining partners
joint responsibility(responsabilité conjointe) - ANS -Every partner is jointly liable for the other
partners debts and liabilities incurred
Les associés apparents - ANS -Any person who is no longer associated with the company.
They must make it clear to the public and other associates that they no longer associate
themselves or see they can be liable for the business
La SNC à responsabilité limitée - ANS -Un associé demeur responsable de sa propre
négligence ou de son propre oubli
Disposition expresse - ANS -What will happen in the event of retirement, death, serious event
Règles statutaires implicites - ANS -Dissolution by notice or expiry
Dissolution upon death or insolvency
Dissolution by Operation of Law - ANS -a partnership is dissolved by operation of law upon the
subsequent illegality of the partnership business
Example: 1 partner suffers from mental incapacity, breach of contract
Effects of Dissolution - ANS -1. Repayment of company debts to non-partners
2. Reimbursement of loans made to the business by partners
3. Reimbursement of capital contributed by partners
4. Sharing of surplus between partners
SNC limitée - ANS -Some partners limit their liabilities to the amount of the capital contribution
, Joint Stock Companies / Les sociétés par actions (SA) - ANS -businesses formed by groups of
people who jointly make an investment and share in the profits and losses
Public Joint Stock Company - ANS -Created to carry out certain government activities at federal
level (ex: bank of Canada, air Canada)
Municipal joint stock companies - ANS -Charitable, educational institutions, commercial
Und responsabilité limitée des actionnaires - ANS -Each SA is responsible for its own debts,
and the liability of its shareholders is limited to the amount of the price of shares they hold in the
SA
Le transfert de propriété - ANS -The shareholder of an SA can freely transfer their shares to
another person. A Person cannot unilaterally release himself from obligations unless negotiated
w partners and creditors
The direction - ANS -Management in the company is made by a board of directors, the
shareholders have no power to bind the SA by contractual obligations. Certain decisions are
referred to shareholders by choice
Le devoir de bonne foi/ duty of good faith - ANS -A shareholder has no obligation of good faith
towards another shareholder
L'existence indéfinie - ANS -A SA exists independently of each of its shareholders even in the
event of death of one of the shareholders
Methods of creating SA in Canada - ANS -1. Le protocols d'association: register a
memorandum of association
2. Le système de letters Patentes: the crown issues letter patents
3. Le système des statuts constitutifs(ON): people who want to form an SA must sign and
deliver the articles of incorporation to a gov office and in return receive a certificate of
incorporation
Canada Business Corporations Act - ANS -How to register an SA in Ontario
Public and private SA - ANS -Allows single shareholder to incorporate an SA and does not
make a formal distinction between public and private
Open SA - ANS -The number of investors is not restricted, and rare for a single shareholder to
own more than 5% of all shares
Closed SA - ANS -Investments are restricted
LLCs - ANS -Members of certain professions can open LLCs
Sole Proprietorship(Entreprise à la propriétaire unique) - ANS -business owned and operated
by one person
General Partnership (les sociétés en nom collectif/ SNC) - ANS -partnership in which partners
share equally in both responsibility and liability
Their intention is to create a commercial relationship to realize profit
When one person dies or retires - ANS -The SNC is automatically dissolved, but the SNC can
continue to operate between the remaining partners
joint responsibility(responsabilité conjointe) - ANS -Every partner is jointly liable for the other
partners debts and liabilities incurred
Les associés apparents - ANS -Any person who is no longer associated with the company.
They must make it clear to the public and other associates that they no longer associate
themselves or see they can be liable for the business
La SNC à responsabilité limitée - ANS -Un associé demeur responsable de sa propre
négligence ou de son propre oubli
Disposition expresse - ANS -What will happen in the event of retirement, death, serious event
Règles statutaires implicites - ANS -Dissolution by notice or expiry
Dissolution upon death or insolvency
Dissolution by Operation of Law - ANS -a partnership is dissolved by operation of law upon the
subsequent illegality of the partnership business
Example: 1 partner suffers from mental incapacity, breach of contract
Effects of Dissolution - ANS -1. Repayment of company debts to non-partners
2. Reimbursement of loans made to the business by partners
3. Reimbursement of capital contributed by partners
4. Sharing of surplus between partners
SNC limitée - ANS -Some partners limit their liabilities to the amount of the capital contribution
, Joint Stock Companies / Les sociétés par actions (SA) - ANS -businesses formed by groups of
people who jointly make an investment and share in the profits and losses
Public Joint Stock Company - ANS -Created to carry out certain government activities at federal
level (ex: bank of Canada, air Canada)
Municipal joint stock companies - ANS -Charitable, educational institutions, commercial
Und responsabilité limitée des actionnaires - ANS -Each SA is responsible for its own debts,
and the liability of its shareholders is limited to the amount of the price of shares they hold in the
SA
Le transfert de propriété - ANS -The shareholder of an SA can freely transfer their shares to
another person. A Person cannot unilaterally release himself from obligations unless negotiated
w partners and creditors
The direction - ANS -Management in the company is made by a board of directors, the
shareholders have no power to bind the SA by contractual obligations. Certain decisions are
referred to shareholders by choice
Le devoir de bonne foi/ duty of good faith - ANS -A shareholder has no obligation of good faith
towards another shareholder
L'existence indéfinie - ANS -A SA exists independently of each of its shareholders even in the
event of death of one of the shareholders
Methods of creating SA in Canada - ANS -1. Le protocols d'association: register a
memorandum of association
2. Le système de letters Patentes: the crown issues letter patents
3. Le système des statuts constitutifs(ON): people who want to form an SA must sign and
deliver the articles of incorporation to a gov office and in return receive a certificate of
incorporation
Canada Business Corporations Act - ANS -How to register an SA in Ontario
Public and private SA - ANS -Allows single shareholder to incorporate an SA and does not
make a formal distinction between public and private
Open SA - ANS -The number of investors is not restricted, and rare for a single shareholder to
own more than 5% of all shares
Closed SA - ANS -Investments are restricted
LLCs - ANS -Members of certain professions can open LLCs
