CORPORATE COMMERCIAL LAW
CORPORATE COMMERCIAL LAW
Squamish: 604.892.5254 Whistler: 604.932.3211
Corporate Commercial Law Lawyers
Practical legal advice for entrepreneurs, business owners, and corporations in the Coast Mountain communities and Vancouver.
Starting, growing, or selling a business involves important legal and financial decisions that can shape the long-term success of the enterprise. Choosing the right legal structure, establishing clear governance, and putting well-drafted agreements in place can help reduce risk, protect assets, and provide a strong foundation for future growth.
Businesses in British Columbia operate within a regulatory framework that touches many aspects of commercial activity, from corporate governance and shareholder relationships to contracts, financing, and business transactions. Thoughtful legal planning helps ensure that these matters are addressed proactively rather than reactively.
Coast Mountain Law works with business owners at every stage of the business lifecycle, from formation, purchase and early growth to restructuring, succession, and sale. We provide practical, strategic advice tailored to each client’s goals, industry, and operational needs, helping businesses move forward with clarity and confidence.
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Our Business Law Services
We advise entrepreneurs, corporations, and partnerships on a broad range of commercial matters, providing practical legal guidance that supports both day-to-day operations and long-term business objectives. Our services include assistance with:
→ Business formation and governance, including incorporation, shareholder agreements and partnership agreements
→ Commercial contracts, such as employment, customer, supplier, distributor, and franchise arrangements
→ Financing and capital raising arrangements
→ Management and operational contracts
→ Procurement and supply arrangements
→ Commercial dispute resolution and risk management
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Reach out to us today for a consultation to discuss your legal options by filling out the contact form or by calling us at | Squamish: 604.892.5254 | Whistler: 604.932.3211 |
Our Corporate Commercial Lawyers
We advise entrepreneurs, corporations, and partnerships on a broad range of commercial matters, providing practical legal guidance that supports both day-to-day operations and long-term business objectives.
Kathleen van der Ree
MANAGING PARTNER
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Sholto Shaw
PARTNER
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Eddie Carter
PARTNER
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Kelly Fortune
ASSOCIATE LAYWER
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Jordan Elanko
ASSOCIATE LAWYER
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Amanda Welton-Hagen
ASSOCIATE LAWYER
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Our Business Law Services
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Establishing a business on a well-structured legal and organizational foundation is critical to achieving long-term success. We guide clients through company incorporation, the formation of partnerships and joint ventures, and the development of share structures tailored to their strategic and operational objectives.
Our team prepares precise and comprehensive shareholder agreements, clearly delineating the rights, obligations, and governance roles of all owners. We provide guidance on director and officer responsibilities, ensuring that corporate governance frameworks are robust, compliant, and aligned with the business’s goals. By addressing these foundational matters thoughtfully at the outset, business owners can mitigate risk, prevent disputes, and position their business for sustained growth and enduring value.
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Strong corporate governance is essential for the integrity, accountability, and long-term success of a business. We assist clients with maintaining corporate records, preparing and documenting annual resolutions, managing share issuances and transfers, and updating corporate structures to reflect changes in ownership or management.
We guide businesses through annual reporting obligations, ensuring that required filings with regulatory authorities are completed accurately and on time. Compliance with corporate legislation, reporting requirements, and governance standards helps mitigate risk, promote transparency, and maintain the company’s good standing. By implementing robust governance practices, businesses can operate confidently while positioning themselves for sustainable growth.
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Well-drafted commercial agreements are essential for protecting business interests and managing risk. We assist clients with service agreements, supplier and vendor contracts, confidentiality agreements, and non-compete and non-solicitation agreements, as well as advising on risk allocation and liability provisions.
At Coast Mountain Law, we provide strategic, practical guidance tailored to your business objectives and operational context. Whether drafting new contracts, reviewing existing agreements, or resolving disputes, our approach is grounded in careful analysis, clear communication, and a focus on protecting your interests.
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Buying or selling a business is a complex process that requires careful planning, strategic decision-making, and a thorough understanding of legal, financial, and operational considerations. One of the first decisions involves choosing between an asset transaction and a share transaction, each with distinct legal, tax, and liability implications.
Comprehensive due diligence is critical to identify potential risks, assessing financial and operational performance, and uncovering any legal or regulatory issues that could affect the transaction. We also advise clients on structuring payment terms to balance risk, protect value, and facilitate a smooth transfer.
Beyond the negotiation phase, attention to closing and post-closing considerations ensures that the transaction is completed efficiently, ownership is properly transferred, and any ongoing obligations or contingencies are addressed.
At Coast Mountain Law, we provide practical, strategic guidance throughout the entire transaction process. Whether you are buying or selling a business, we help you navigate complex legal issues, protect your interests, and achieve a successful outcome with confidence.
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Disagreements within a business can arise from a variety of sources, including shareholder disputes, partnership conflicts, or breaches of commercial contracts. Left unresolved, these issues can disrupt operations, damage relationships, and affect the long-term success of the business.
We work with clients to address disputes through negotiation, settlementand the strategic use of shareholder agreement mechanisms to resolve matters efficiently while protecting the interests of all parties.
When disputes cannot be resolved through negotiation, we provide strategic guidance and representation in litigation or arbitration ensuring that your rights and business objectives are vigorously defended.
At Coast Mountain Law, we combine practical insight with legal expertise to help businesses navigate conflicts, minimize risk, and maintain operational stability, providing solutions that support both immediate resolution and long-term business continuity.
We advise entrepreneurs, corporations, and partnerships on a broad range of commercial matters, providing practical legal guidance that supports both day-to-day operations and long-term business objectives. Our services include assistance with:
Buying or selling a business is one of the most important decisions you can make, and it comes with significant legal, financial, and operational considerations. At Coast Mountain Law, we work closely with you to ensure your transaction is structured properly, risks are understood, and your goals are protected. From the initial negotiations to closing and post-closing matters, we provide practical guidance, clear explanations, and hands-on support every step of the way, helping you move forward with confidence.
Buying & Selling a Business
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When buying or selling a business, one of the first and most important decisions is whether the transaction will be structured as an asset sale or a share sale. Each approach has distinct implications for ownership, liability, taxation, and operational continuity.
In an asset sale, the buyer acquires specific assets and assumes only agreed-upon liabilities, which can help limit exposure to unknown or contingent obligations. A share sale, by contrast, transfers ownership of the entire company, including all assets, liabilities, and contractual obligations, offering a simpler structure but with broader liability exposure.
Each structure carries different tax considerations, which should be coordinated with accountants to optimize outcomes for both buyers and sellers. The choice between an asset sale and a share sale depends on factors such as the type of business, the nature of its liabilities, operational goals, and long-term planning objectives.
At Coast Mountain Law, we work closely with clients to evaluate the advantages and risks of each structure, helping you select the approach that best aligns with your objectives and ensures a smooth, well-managed transaction.
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A successful business sale begins with careful preparation to ensure the transaction proceeds smoothly and maximizes value. At Coast Mountain Law, we assist clients in organizing corporate records, reviewing contracts and leases, and addressing any outstanding liabilities that could affect the sale.
We also help business owners structure the transaction to align with their financial and operational goals, considering the implications of asset versus share sales, payment terms, and risk allocation. By proactively addressing these matters, sellers can present their business in the best possible position, minimize potential disputes, and facilitate a seamless transition to the new owner.
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A thorough due diligence process is essential when buying a business, providing the information needed to make informed decisions and mitigate risk. At Coast Mountain Law, we work closely with buyers to carefully review all relevant aspects of the business, including financial records, existing contracts and obligations, lease agreements, and employee arrangements.
We also assess regulatory compliance to ensure the business adheres to applicable laws and industry standards, and we identify potential liabilities, from undisclosed debts to contingent obligations, that could impact the value or operational stability of the business. By uncovering risks and clarifying obligations early in the process, our team helps buyers negotiate more effectively and to structure transactions to protect their interests.
Our approach is practical, strategic, and coordinated with accountants, financial advisors, and other professionals to ensure that every aspect of the business is evaluated thoroughly, giving buyers the confidence to proceed with their purchase.
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The purchase and sale agreement is the central document that governs the terms of the transaction, protects your interests, and ensures a smooth transition. At Coast Mountain Law, we work with clients to structure and negotiate key elements, including the purchase price and payment structure, earn-outs and holdbacks, and provisions designed to limit post-closing liability.
We also address restrictive covenants, such as non-compete and non-solicitation clauses, and ensure appropriate transition support is included to facilitate a seamless handover of operations.
Our approach combines careful legal analysis with practical business insight, helping sellers achieve a favorable outcome, protect their long-term interests, and completing the transaction efficiently and confidently.
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The purchase agreement is the cornerstone of any business purchase, setting out the terms, obligations, and protections for both the buyer and the seller. At Coast Mountain Law, we work closely with clients to negotiate and draft agreements that clearly address critical elements, including the purchase price and payment structure, conditions precedent for closing, and the scope of representations and warranties provided by the seller.
We also focus on indemnities to allocate risk and protect against potential liabilities, as well as non-compete and transition provisions to ensure a smooth handover of operations and safeguard the ongoing value of the business.
Our approach combines careful legal analysis with practical business insight, helping clients negotiate favorable terms while minimizing risk. By addressing these key components thoughtfully, we help ensure the transaction is structured to achieve your objectives and provides a solid foundation for a successful acquisition.
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Successfully completing a business transaction requires careful coordination of financing, legal documentation, and post-closing obligations. At Coast Mountain Law, we assist clients in coordinating with lenders to ensure financing arrangements are properly structured and documented. We prepare and review security agreements to protect the interests of both buyers and lenders, and we manage closing documentation to ensure all legal and contractual requirements are met.
We also oversee funds transfers and address any post-closing obligations, such as indemnities, adjustments, or transitional arrangements, to ensure the transaction is finalized smoothly. Our team provides practical, results-oriented guidance throughout the closing process, helping clients navigate complex legal and financial considerations with confidence and precision.
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Effective risk management is critical to protecting value and ensuring a smooth business transaction. At Coast Mountain Law, we help clients identify and mitigate potential risks throughout the buying or selling process. This includes managing undisclosed liabilities, safeguarding intellectual property, and addressing employee transitions to prevent operational disruption.
We advise on maintaining confidentiality during negotiations and structuring robust indemnification provisions in agreements to allocate risk appropriately between the parties. By proactively addressing these issues, we help clients minimize exposure, avoid disputes, and secure a transaction that aligns with their strategic and financial objectives.
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Completing a business transaction is only the beginning of a smooth transition. At Coast Mountain Law, we assist clients in managing transitional services, ensuring that operations continue seamlessly after the sale or purchase. We also guide clients in updating corporate records and registering changes in ownership to reflect the new structure accurately and to maintain compliance with corporate regulations.
We help monitor and manage ongoing obligations under the agreement, such as earn-outs, indemnities, or contractual commitments, to ensure all terms are fulfilled and potential disputes are avoided. By addressing these post-closing matters carefully, we help clients protect their interests, safeguard value, and support a successful transition.
Choosing the right business structure is one of the most important decisions a business owner can make, as it affects liability, governance, taxation, and long-term growth potential. Proper incorporation and corporate structuring provide a foundation for protecting personal assets, supporting operational scalability, and maintaining flexibility for future business opportunities.
At Coast Mountain Law, we work closely with business owners to design tailored corporate structures that align with their strategic objectives and goals. We coordinate with accountants and other advisors to ensure your structure integrates seamlessly with both operational needs and financial planning, providing a robust foundation for long-term success.
Incorporation & Business Structuring
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Choosing the right business structure is an important decision for any business owner. A sole proprietorship is simple to set up and manage but does not provide personal liability protection. A partnership allows multiple owners to share management and profits but also comes with shared liability for business obligations.
A corporation creates a separate legal entity, offering liability protection and additional flexibility for growth, investment, and succession planning. Incorporation can also have implications for taxation and long-term financial planning, which are often considered alongside other professional advice.
When deciding how to structure your business, factors such as growth plans, investor involvement, and operational complexity may influence which structure is most suitable.
At Coast Mountain Law, we help business owners understand their options and consider the features of different structures, providing clarity so you can make informed decisions for the future.
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Incorporating a company in British Columbia involves a series of steps to establish a legally recognized corporate entity and ensure proper governance from the outset. This process begins with preparing incorporation documents and selecting an appropriate share structure that aligns with the company’s ownership and growth objectives.
We assist in drafting articles of incorporation and organizational resolutions, which set out the rules for how the company will operate and how decisions will be made. The company must then be registered with the appropriate corporate authorities, after which initial shares are issued to the founders or shareholders.
Setting up and maintaining accurate corporate records, including minute books and registers of directors and shareholders, is also an essential part of incorporation, helping ensure compliance with corporate law and providing a foundation for future business operations.
At Coast Mountain Law, we guide business owners through each step of incorporation, helping to create a structured, compliant, and flexible corporate entity that supports both immediate business needs and long-term objectives.
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Establishing the right share structure is a critical component of corporate planning, as it determines ownership, control, and financial and decision making rights within the company. Businesses may issue common shares, typically carrying voting rights, and preferred shares, which often provide priority for dividends. Companies can also issue voting or non-voting shares to balance control among shareholders while maintaining flexibility for decision-making.
The share structure can be designed to allow dividend flexibility, accommodate multiple shareholders, and plan for future investors or financing rounds. Thoughtful planning at the outset also supports long-term objectives, whether your goal is business growth, attracting investment, or eventual exit strategies.
At Coast Mountain Law, we work with business owners to design share structures that reflect their operational goals, align with growth plans, and protect the interests of founders and investors alike, providing a solid foundation for both current operations and future opportunities.
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A well-drafted shareholder agreement is a cornerstone of effective corporate governance, clearly defining the rights and responsibilities of shareholders and establishing a framework for managing the company. These agreements typically outline decision-making processes, helping prevent disputes and ensuring that key business decisions are made efficiently and transparently.
Shareholder agreements also provide dispute resolution mechanisms and exit provisions, including buy-sell clauses, which facilitate the orderly transfer of shares when a shareholder departs, retires, or wishes to sell their interest. Importantly, they can be structured to protect minority shareholders, ensuring that their rights and interests are respected within the company.
At Coast Mountain Law, we work with business owners to draft shareholder agreements tailored to their corporate structure and strategic objectives. By clarifying roles, responsibilities, and processes, these agreements help prevent conflict, provide a clear roadmap for decision-making, and protect both the company and its shareholders over the long term.
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Partnerships and joint ventures can be effective business structures for entrepreneurs looking to collaborate, share resources, or pursue specific projects. A partnership may be appropriate when two or more individuals or entities want to share management responsibilities, profits, and risks. Establishing a clear partnership agreement is essential to define roles, decision-making processes, and the allocation of profits and losses.
A joint venture allows parties to collaborate on a specific business opportunity or project while maintaining separate underlying businesses. Structuring a joint venture involves careful consideration of ownership, governance, and operational responsibilities, as well as risk allocation and management to protect all parties involved.
At Coast Mountain Law, we help clients evaluate whether a partnership or joint venture is suitable, draft tailored agreements, and structure arrangements that balance opportunity with risk. Our goal is to provide clarity, prevent disputes, and support collaborative business ventures that are legally sound and strategically aligned with your objectives.
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Corporate governance and ongoing compliance are essential to maintaining a company’s legal standing and protecting the interests of shareholders and stakeholders. Key responsibilities include adopting annual resolutions, maintaining accurate and up-to-date corporate records, and ensuring directors and officers fulfill their fiduciary duties.
Other important considerations include managing share transfers and updates and keeping the company in good standing with regulatory authorities. Proper governance helps prevent disputes, ensures regulatory compliance, and supports the company’s long-term growth and stability.
At Coast Mountain Law, we can also be named as your registered and records office, providing secure maintenance of your corporate records and ensuring that your company remains in full compliance with regulatory obligations. Our team helps business owners implement governance practices and compliance systems that are practical, efficient, and tailored to the company’s structure, giving you confidence that your corporate affairs are managed correctly.
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Restructuring an existing business can help align its corporate structure with evolving goals, growth strategies, or succession plans. This may involve changing share ownership, implementing corporate reorganizations, or bringing in new partners or investors. Restructuring can also be an important step in preparing a business for sale or succession, ensuring that ownership, governance, and operational arrangements support a smooth transition.
At Coast Mountain Law, we work with business owners to evaluate their current structure and implement changes that support both immediate needs and long-term growth. Our approach ensures that corporate reorganizations are legally sound, strategically aligned, and designed to protect the interests of all stakeholders.
Business Succession Planning
Planning for the future of your business is just as important as building it. A clear and well-structured succession strategy helps protect the value you have created, ensures continuity for employees, partners, and family members, and supports a smooth transition when the time comes. Business succession planning involves careful consideration of legal, financial, and operational factors, from ownership transfer and governance to tax planning and continuity of management.
At Coast Mountain Law, we work with business owners to develop forward-thinking succession plans that align with long-term goals, safeguard the interests of all stakeholders, and provide a clear roadmap for the successful transition of your business.
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A successful business sale begins with careful preparation to ensure the transaction proceeds smoothly and maximizes value. At Coast Mountain Law, we assist clients in organizing corporate records, reviewing contracts and leases, and addressing any outstanding liabilities that could affect the sale.
We also help business owners structure the transaction to align with their financial and operational goals, considering the implications of asset versus share sales, payment terms, and risk allocation. By proactively addressing these matters, sellers can present their business in the best possible position, minimize potential disputes, and facilitate a seamless transition to the new owner.
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Transferring a business to family members requires careful planning to balance both financial and relational considerations. Succession to children or other relatives can be structured as a gradual transfer, allowing for mentorship, training, and a smoother handover of operational responsibilities.
A well-designed plan helps balance fairness among family members, minimizing potential disputes and ensuring that all stakeholders understand their roles and entitlements.
Effective family succession planning also considers alignment with estate planning, ensuring that ownership transfers integrate with broader financial, tax, and inheritance strategies. At Coast Mountain Law, we help families create succession plans that protect both the business and family relationships, providing a clear roadmap for a successful and lasting transition.
Frequently Asked Questions
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An asset sale involves the buyer purchasing specific assets and liabilities of a business, such as equipment, inventory, contracts, and intellectual property. In this structure, the buyer can selectively acquire the parts of the business they want while leaving certain liabilities with the seller.
A share sale, on the other hand, involves the purchase of the company’s shares, meaning the buyer acquires ownership of the entire corporation, including all assets, liabilities, and legal obligations, unless contractually excluded. In a share sale, the buyer assumes all existing and potential liabilities of the business.
The choice between an asset sale and a share sale depends on factors such as tax considerations, liability exposure, and operational goals. At Coast Mountain Law, we advise clients on which structure best aligns with their objectives, guiding them through due diligence, transaction structuring, and risk management to achieve a successful outcome.
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The timeline for buying or selling a business can vary widely depending on the size and complexity of the transaction, the type of business, and the level of due diligence required. Smaller or straightforward transactions may be completed in a few weeks, while larger or more complex deals, such as those involving multiple contracts, significant regulatory considerations, or earn-outs, can take several months or longer.
At Coast Mountain Law, we guide clients through each stage of the process, from initial negotiations and due diligence to drafting agreements and closing the transaction. Our goal is to streamline the process, address potential issues proactively, and help you complete the deal efficiently while protecting your interests.
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Due diligence is the comprehensive review of a business before a purchase to identify risks, verify information, and ensure informed decision-making. It typically includes examining financial records, contracts and obligations, lease agreements, employee arrangements, and regulatory compliance. Buyers also assess potential liabilities, intellectual property, and operational risks to understand the full scope of the business.
At Coast Mountain Law, we guide clients through the due diligence process, coordinating with accountants, financial advisors, and other professionals to uncover risks, clarify obligations, and ensure the transaction is structured to protect your interests.
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A letter of intent, while often seen as a preliminary step, can include binding provisions that affect your rights, obligations, and potential liabilities. It typically outlines the purchase price, key terms, confidentiality obligations, and conditions precedent, and may contain clauses that could have legal or financial consequences if not carefully reviewed.
Having a lawyer review and advise on a Letter of Intent ensures that your interests are protected, risks are identified, and the document accurately reflects your intentions before you commit to the transaction. At Coast Mountain Law, we help clients negotiate, draft, and review letters of intent to provide clarity, minimize risk, and set the stage for a successful business acquisition or sale.
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Representations and warranties are statements made by the vendor, in a business transaction about the condition, ownership, and legal standing of the business. Representations are factual assertions, such as confirming that financial statements are accurate or that the business owns its assets outright. Warranties are promises that those statements are true and that the seller will be responsible if they are not.
These clauses protect the buyer by allowing them to rely on the information provided and, if necessary, seek remedies or compensation for breaches. At Coast Mountain Law, we help clients carefully draft, negotiate, and review representations and warranties to ensure they are clear, comprehensive, and appropriately allocate risk in the transaction.
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After selling a business, sellers can still be exposed to certain risks, such as undisclosed liabilities, contractual obligations, or claims arising from pre-sale operations. To reduce liability, sellers can:
→ Clearly define the scope of the sale (asset vs. share sale) to limit assumed obligations.
→ Negotiate strong representations, warranties, and indemnities in the purchase agreement to allocate risk appropriately.
→ Include non-compete and transition provisions to protect the value of the business and prevent future disputes.
→ Ensure accurate disclosure of financial, operational, and legal matters during due diligence.At Coast Mountain Law, we guide sellers in structuring transactions, drafting agreements, and implementing protective measures to minimize post-sale liability while facilitating a smooth and confident transition.
Request a Legal Consultation
Whether you are launching a new venture, buying or sellling a business, or undertaking a corporate restructuring, contact Coast Mountain Law to discuss your objectives and receive strategic legal guidance tailored to your needs