Hiring Soon – Estates & Business Lawyer

My associate of two years, Adam Veroni, is leaving Intrepid Law to pursue his next adventure. His departure creates an opening for an intrepid junior lawyer to build their own practice from the ground up, with a head start from the firm.

I’m a small business lawyer who advises socially, environmentally, and ethically responsible entrepreneurs. I don’t work with, or for people who don’t share those values. Most of my practice is contract, business, and employment law. I don’t go to court, or deal with IP, estates, trusts, or tax. I’ve built, and am building, my practice so that I can work from anywhere in the world with a cell phone tower or an internet connection. You can too.

The gap in my practice is in wills, estates, and trusts. That’s where you come in.

So who are you? Well, my guess is that you’re:

  • A 2015-2018 call
  • Smart
  • Dreaming of building your own practice
  • Wanting and willing to learn about business and the workings of your own practice, not just law
  • Socially adept
  • Someone who knows trust law well, and has a weird fascination with wills & estates
  • Able to draft solid trust documents
  • A little conversant in tax
  • Disillusioned with the meat-grinder environment in law firms you’ve experienced
  • A non-believer in the 9-5
  • Not a fan of dress codes
  • In downtown Toronto
  • Not afraid to take risks
  • Diligent
  • Involved in things that don’t involve law or lawyers
  • Genuinely interested in using your privilege and skills to make the world a better place
  • Actively working to maintain your physical and mental health

Here’s how it’ll work.

  • You’ll work from wherever, and set your own hours
  • You’ll be paid $1,000/month salary, plus 2/3 of what you bill on your clients, and 1/3 of what you bill on my clients
  • You’ll set your own fees for your clients
  • You’ll design your own business cards, which I’ll pay for as long as they’re not lame
  • We’ll work together on transactions, with me doing the more complex business law work, and you doing the basic business law work, and the trusts/estates pieces
  • I’ll send you my basic corporate, contract, and employment work, so you can learn the fundamentals of business law
  • I’ll refer most new client inquiries to you to jump-start your book of business
  • I’ll connect you with other lawyers and professionals in my network who can funnel wills, estates, and trusts work to you
  • You’ll build your own client relationships, referral network, and personal brand
  • You can build your practice however you like and you’re strongly encouraged to write, take on side-projects, do pro bono work, and volunteer
  • I’ll mentor the shit out of you

This job is not for everyone. The learning curve in starting your own practice is steep. I spent more time on business development than legal work during the first 2 1/2 years of my practice, and the first three years I was one bad month away from bankruptcy. You’ll have it a bit easier, in that you will have a small salary and a mentor to show you the ropes in the practice and business of law. I will have work for you, and will guide and encourage you, but the whole nose-grindstone relationship is up to you.

Looking for an early June start date.

 

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How to Start a Distillery in Ontario

Here’s an article that’s been a long time coming. On top of my law practice, I’m also a founder of Last Straw Distillery, an award-winning micro-distillery near Toronto, Ontario. I started out as the company’s lawyer, and as with any small business, that role has slowly expanded to a litany of other tasks…. But the lawyer role remains central. I’ve also helped several other alcohol producers through the business startup and licensing process, so the contents of this article are hard-won knowledge. It’s a long read, but it’s a no bullshit assessment of the challenges you’ll face in getting your distillery off the ground.

The first thing you need to know about distilling is that it’s heavily regulated. The laws on spirits are even more dense and difficult to navigate than the regulations on beer or wine. This is, of course, because in the inestimable wisdom of successive governments since the end of prohibition, spirits are evil. For some strange reason (probably at the behest of the beer lobby), some Scottish Presbyterian politician in Ontario decided that the ethyl alcohol in hard liquor should be treated differently than the ethyl alcohol in wine and beer.

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Much like we’re seeing right now with the legalization of marijuana in Ontario, the laws are written by and for established, well-connected, well-funded big businesses. The time, expense, and expensive advice involved in navigating the system are designed to limit competition. For spirits, the government at the end of prohibition wrote the rules in a way that would make it difficult and expensive to start and run a distillery, and impossible to start on a small scale. As a result, Ontario had only a handful of big distilleries for nearly 80 years. It’s only recently that a few dedicated masochists set out to buck the trend. Through their dedicated efforts, some of the barriers to entry were lowered (slightly), and the Ontario distilling renaissance began.

I’m writing this article as an overview of the major steps involved in starting a distillery in Ontario, Canada. I imagine that most of the steps are mirrored in many other jurisdictions, but the nuances of the regulations will differ. As with any business, you certainly don’t need a lawyer to help you get it started, but a good lawyer will reduce the time from startup to sale, and deal with a lot of the headaches that can come from dealing with five or six different government departments at once.

Let’s get started.

Division of Powers

Booze has the unfortunate distinction of being one of the few market sectors that is regulated by Federal, Provincial, and municipal governments. Technically, municipal governments are a subset of the Province, but practically speaking, it’s another layer you’ll have to deal with.

The Federal government’s primary concern with alcohol regulation is tax. As a luxury item, spirits are subject to Federal tax under the Excise Act. This tax accrues from the moment a drop of alcohol is manufactured, but only becomes payable when the alcohol is sold. More on this later. The Federal government also regulates the production, and labeling of spirits through the Food and Drugs Act and its Regulations, Consumer Packaging and Labelling Act, Consumer Packaging and Labelling Regulations, and the Spirit Drinks Trade Act. Oh, and if you’re thinking about selling your products internationally, the Federal government also regulates and licenses cross-border trade, where a different set of taxes and fees apply, on top of those imposed by the jurisdiction you’re exporting to.

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If that bundle of joy isn’t enough for you, the control of liquor is the responsibility of the Province. The Ontario government has created the Alcohol and Gaming Commission of Ontario (AGCO) to control the production and sale of spirits in Ontario. The AGCO then created the Liquor Control Board of Ontario (LCBO), which has an absolute monopoly on spirits sales in Ontario. The AGCO implements government policy on spirits through the Alcohol and Gaming Regulation and Public Protection Act, the Liquor Control Act, and the Liquor License Act. As a manufacturing business, you’re also subject to the rules of the Electrical Safety Authority under the Electricity Act, as well as Ontario’s Building Code and Fire Code.

Lastly, as with any business, spirits producers are subject to the planning and zoning regulations of the municipality you’re in. In some municipalities, there’s a double layer of government – at the regional and town level.

Perhaps the worst part of working through the byzantine maze of regulations are the odd ways in which they interact. As I mentioned, the system was not developed with ease of navigation in mind, and there’s no clear, direct path through them. It’s common for applications to be caught in a Catch-22 of two levels of government refusing to process your application any further without the approval of the other coming first. In my experience, different offices of the same government branch interpret the exact same rules differently (and sometimes incorrectly), and impose different requirements. It takes time and patience to work through these things. Budget at least six months, or more realistically one year to work your way through this stuff. When I say budget, I mean both time and money – as you’ll be spending money on rent for a space you’re not allowed to use while your applications are in progress.

Now that you’re scared, let’s walk you through what it takes to get from idea to open for business.

Form of business

Distilleries can be any form of business, but if you don’t incorporate it, you’re a dumbass. When setting up your corporate structure, two factors will be relevant to the government:

  • Who controls the corporation; and
  • Who are directors, officers, or holders of at least 10% of any class of shares

Control comes into play in two ways. First, the government wants to know if the applicant is controlled by a company that is already licensed to produce spirits. Each distillery with a Provincial license is allowed one bottle shop at its distillery. An existing manufacturer can invest in starting another distillery, but special permission is required to open a bottle shop at the second distillery. Once you have that special permission, you can sell some products from the first distillery at the second one, but not the other way around. Weird, right?

Secondly, and most importantly, the government wants to know who are directors and officers of the business, and who owns 10% or more of any class of shares of the corporation. Because spirits are evil, the government wants to make sure that the people who own and operate distilleries are at least 19 years old, financially responsible, and of good character. If you own your shares through a holding company, you have to disclose the ownership and management of that holding company, and so on.

In my experience, simplicity in the way you structure the business helps a great deal. The folks reviewing your applications at the CRA and AGCO are not lawyers, and don’t understand the finer points of business ownership. If they see something they don’t understand, they’ll flag it, and get legal advice before proceeding. This, of course, takes time. The more complicated your ownership structure, the longer your application will take.

Zoning & Planning

This is probably the biggest, and most unexpected pain in the ass of the whole process, and where your lawyer will earn their keep. It is absolutely essential that you choose a location that will allow your business model to operate. Because distilleries are still relatively rare when compared to breweries and wineries, most municipalities don’t know how to deal with you. When in doubt, town planners and town councils will err on the side of what will get the municipality the most revenue in development fees. If you ask the municipality whether or not a distillery is allowed, you’ll probably end up paying to play. The only thing you actually need the municipality to do is to sign off on your bottle shop. Some municipalities may require a business license before you can set up shop, but most don’t.

Once you know where you want to start your distillery, and before you start searching for properties, get your lawyer to review that municipality’s planning and zoning bylaws, and provide an opinion. The lawyer’s opinion should tell you what zoning in that municipality allows a distillery to operate. The lawyer will also tell you if a variance or zoning change is required in order to operate. Also, believe it or not, some municipalities still have “dry” (no alcohol allowed) or “damp” (retail sales allowed, but not by the glass) neighbourhoods. The status of the neighbourhood may not prevent you from manufacturing, but it can prevent you from selling through a bottle shop, or an on-site bar. Both the CRA and AGCO will consider whether you’re contravening municipal bylaws, and whether your premises comply with the CRA and AGCO’s regulations. The lawyer’s opinion is super valuable in demonstrating that you’ve ticked all of the boxes.

Lastly, before you sign your lease or buy the property, take a good long look at what’s in the area. If any schools, churches, parks or playgrounds, community centres, or libraries are within a one kilometre radius, you may not be allowed to open a bottle shop or on-site bar.

Building/Fire Code

Once you have a location, you have to build it out. Obviously, all of your construction work must be done in accordance with the Ontario Building Code. Make sure that whoever is doing the work knows and complies with that code. Generally, Building and Fire Codes are dictated by the Province, but enforced by the municipality. Fire inspectors can enter anywhere, at any time, and can shut you down on the spot if you’re not in compliance, so don’t cut corners here.

Distilleries in Ontario are considered “High Hazard Industrial Occupancy” under the Fire Code. That means the building can’t also be used for public assemblies, residences, care facilities like hospitals or clinics, or for detention. If the occupancy load of the building is to be more than 25 people, the building requires emergency planning under the Fire Code. The Fire Code rating (F1) triggers specific requirements in the Building Code for fire-resistant barriers and insulation, emergency exits, and the like. It also triggers requirements in the Electrical Act, requiring the sign-off of an Electrical Safety Authority (ESA) inspector.

ESA sign-off is another odd bird. For all the distilleries I’ve helped through the process, I’ve never seen the same standard applied twice. Each inspector seems to interpret the requirements differently. The inspector’s requirements will play into your build-out – ventilation, type of wiring and electrical fixtures, signs, fire suppression systems, and even separating equipment in different fire-resistant rooms, for example. Find an inspector, and get their direction before you start building. Pass that direction on to the person doing the build out work, and make sure they build to that standard.

Lastly, if you’re looking to open an on-site bar, you’ll need the sign off of the Fire Department. Exits, fire suppression, and signage are all things they’ll look at.

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Federal Licensing

Once you’ve got an appropriate space locked down, you can then apply for your Federal licenses. The licenses are tied to the location. You have to occupy/possess the premises before your application will be processed. This means you’re paying rent on a space you can’t use while your applications are being processed – as long as 18 months in some cases.

The Canada Revenue Agency administers the licensing of distilleries under the Excise Tax Act. The licenses are issued for a two year period, and must be renewed. At the time of writing, there are no fees for the federal licenses. There are three key licenses – all of which can be applied for on the same form – which will cover off most things distilleries want to do.

Spirits License

The spirits license is the main one. It’s what permits you to produce or package spirits (beverage alcohol that isn’t wine, and is over 11.9% alcohol – otherwise it’s beer) in Canada, and to possess a still. If you’ve applied for a spirits license, you can possess a still, but can’t operate it. Home distilling is illegal. Without this one, you’re a bootlegger, not a distiller – and you won’t be able to secure any Provincial licenses either.

Excise Warehouse License

If you’re going to be storing spirits – whether in bulk, aging in barrels, or sitting in bottles waiting to be sold – you’ll also need an Excise Warehouse License. This delays the payment of Excise Tax on the spirits until they’re removed from the warehouse.

You will need to post security for the Excise Tax. The amount of security depends primarily on how many litres of absolute alcohol you plan to store in your warehouse. The CRA wants to make sure that even if you go bankrupt, you can still pay your Excise Tax. The minimum is said to be $5,000.00, however the lowest requirement I’ve seen is $10,000.00, and that’s for small distilleries dealing in white spirits – meaning they’re not aging large quantities. If you’re making whisky, rum, brandy, and other aged spirits, plan on posting way more. Security is typically posted by bond (insurance), though you can post negotiable instruments (cash, Canada Savings Bonds, etc) as security as well.

User’s License

The user’s license allows you to transfer bulk alcohol between booze producers of a different type. If you’re planning on buying in bulk alcohol to distill, age, modify, or repackage, you’ll probably need this. I say probably, because different CRA personnel apply the policy differently. You definitely need a user’s license to transfer bulk beer or wine from licensees. You might need a user’s license to buy bulk spirits – such as a neutral grain, or aged whisky for blending. Regardless of what your CRA agent says, some producers won’t transfer bulk spirits to you without seeing your user’s license, so it’s usually a good idea to get this license just in case.

Application

The application process takes anywhere from 3-18 months, depending on your agent, how prepared you are, if there are any issues with the application or the people involved in your business, and how busy the agents are. There are a few parts to the application:

  • L63E license application form
    • This includes details on directors and officers of the business, and will result in a background check on both criminal and financial sides
  • Business plan including:
    • Business industry overview;
    • Operating plan;
    • Human resources plan;
    • Financial plan or sources of funds;
    • Sale and marketing plan;

Your business plan must include 3 year projections of the litres of absolute alcohol you expect to produce, and the amount of what you produce that will be stored in bulk for aging, compared to what you expect to sell. This is what the CRA will use to calculate your security requirements.

You’ll also need to figure out how you’ll post security for the excise. Most distilleries will buy a bond, rather than posting the cash themselves. It’s a monthly expense, but your capital will be more useful elsewhere. The CRA will require the sealed original bond.

Once you’ve submitted the application, the CRA will get in touch with you pretty quickly to start the process. They’ll schedule a site visit, so they can inspect your facility to ensure it’s suitable (they’re primarily concerned with physical security – if someone steals your spirits, they’re stealing tax dollars too!). You don’t have to be fully built out by this point, but you must at least have the premises and a floor plan.

They’ll also confirm that you’ve ordered your still and instruments for measuring alcohol content. Your instruments must be inspected/calibrated by the CRA to ensure they’re accurate, which involves a fee. They may conduct a second site inspection before granting the license.

Once the license is approved, you’re finally able to produce spirits! Crank that still up, and get to work!

Provincial Licensing

Bet you thought the hard part was over. Well, it’s not. While the CRA licenses will allow you to produce and store alcohol, if you want to sell it in Ontario, you’ll need another set of licenses and authorizations from the Provincial government, which are administered by the AGCO.

The Provincial Manufacturer’s License is what allows you to sell spirits in Ontario. It takes about 1-3 months to process, if all goes smoothly, and costs $2,540.00 for 2 years, or $5,040 for 4 years at the time of writing. The application requires:

  • Completed application form
  • Business plan – generally the same one that you used for your CRA license will do, plus:
    • Floor plans for your facility
    • Details on planned sales channels
    • If you’ll be buying in mash, low wines, or bulk spirits from other producers
  • Municipal authorization form
  • Copy of CRA Spirits License
  • Lab test results on at least one product
  • Copy of business name registration
  • Application fee (non-refundable)

The AGCO will schedule a site inspection of your facility. As with the CRA, different agents will focus on different things, and sometimes the agent will waive the site inspection altogether.

Bottle Shop

If you want to operate a retail store on site, then you’ll need a retail store authorization from the AGCO. The AGCO delegates the administration of this to the LCBO. There’s no fee for the application, but you must include:

  • Municipal Information for a Retail Store Authorization form
  • Site plan detailing the production site and the proposed retail store location
  • Floor plan of the proposed retail store including square footage
  • If ownership and control of the production site is shared with any other licensed manufacturer – supplementary documentation demonstrating substantial ownership and control of the production site
  • A copy of each notification letter (if applicable) sent to any place of religious assembly, schools, public parks and playgrounds, community centers or libraries within 1 km of your proposed store location and copies of any responses/objections

If your bottle shop is approved, then you’ll need to sign a non-negotiable contract with the LCBO about how the bottle shop will be operated, and how you’ll pay the Spirits Tax. One of the most time-consuming parts of this contract is waiting for the LCBO to sign it – as only the President of the LCBO signs them, and does so about once a month. Schedule your grand opening accordingly!

Direct Delivery

If you want to deliver directly to bars & restaurants or to duty free shops, you’ll need separate direct delivery authorizations for each. The process is much the same as for a bottle shop, and results in another contract.

There are also separate licenses to sell spirits by the glass, and to operate an on-site bar or restaurant of your own, but we’ll save those for a future article.

Summary

As you can tell, it’s an awfully long and tedious process to get a distillery from the idea stage into operations. The typical timeline is 6-18 months, based largely on factors outside of your control. In my experience, each agent of a regulator that gets its hands on your application views the requirements differently, so there’s often a fair bit of back and forth involved.

TL;DR? Here’s Mikes’ 9 “Simple” Steps to Starting a Distillery in Ontario

  1. Incorporate
  2. Lawyer’s opinion on zoning/planning
  3. Sign lease
  4. Submit CRA license application
  5. Hire ESA inspector, get requirements for buildout
  6. Build
  7. Get CRA licenses, get municipal authorization
  8. Apply for AGCO licenses & authorizations
  9. Profit

Of course, having someone to turn to who’s been through the process before can help to grease the wheels. I’ve helped several distilleries through the startup process, and I’d be happy to help yours too. Drop me an email, and let’s talk!

 

Mike Hook
Intrepid Lawyer
http://intrepidlaw.ca

What happens after we die?

Anyone who’s ever been named the executor or estate trustee for a friend or loved one knows what a confusing world it can be. Even with my legal training, when I found myself in the role, it was almost overwhelming simply trying to figure out where to start. Getting started was important, because finding something productive and helpful to do eased the feelings of helplessness at the loss. With that in mind, my associate, Adam Veroni, has written a helpful guide to help estate trustees get the process started:

A Quick Guide for the Personal Representative of a Deceased

The estate trustee generally has the following duties:

  • Make funeral arrangements
  • Ascertain the beneficiaries listed under the will or under law
  • Locate and maintain assets and prepare an inventory of the estate
  • Determine all debts owed by or to the estate
  • Apply for the Certificate of Estate Trustee (the application varies depending on whether or not there is a will)
  • Prepare the information returns required for the payment of Estate Administration Tax
  • Settle claims by and for the estate
  • Maintain or close accounts for the estate
  • File tax returns and pay any taxes owing
  • Pay all debts and liabilities out of the estate
  • Distribute and pay assets to the beneficiaries
  • Prepare and finalize all estate accounting and records

The above checklist is for general reference. Different steps may be required depending on whether the deceased left a will.

Read the full article here:
https://adamveronilawblog.wordpress.com/2018/02/28/a-quick-guide-for-the-personal-representative-of-a-deceased/

When do you give employees time off?

One of the more monumental-seeming tasks for a business owner is learning how to deal with employees. In Ontario, most workers are protected by law – mainly the Employment Standards Act, or ESA for short. The ESA sets out the bare minimum for workers’ rights in the Province, including minimum wage, working hours, termination & severance pay, and time off. It’s extremely important to follow those rules, as the consequences for failing to do so can be dire.

In this article, I’m going to talk about the time off part of the equation – namely, when the law requires you to grant your employees unpaid leave, and under what conditions. A few new categories were created last fall, so it’s a good refresher. It’s important to have an understanding of why and when employees can take time off so that you can build leave into your HR policy and business planning.

Not all workers are protected by the ESA, and certain parts of the law don’t apply to people in certain professions. For instance, unpaid internships are illegal in Ontario, unless you’re a professional student like in law or medicine. In that case, you can work ‘em like rented mules and pay them nothing… ever wonder why we lawyers are a humourless lot?

Vacation

Employees who are protected by the ESA are entitled to a minimum of two weeks of vacation time per calendar year. Those two weeks must be paid with vacation pay, which is a minimum of 4% of the employee’s gross wages actually earned in that 12 month period. Employees who’ve been with the company for more than 5 years are entitled to a minimum of three weeks of paid vacation. If you’ve granted more vacation time in the employment contract, then you have to honour that amount.

Entitlement to vacation is not reduced by layoff, illness, or leaves of absence.

Unpaid Leave of Absence

Workers who are protected by the ESA, whether part or full time, permanent or temporary, may have the right to take unpaid leave for the following reasons:

  • pregnancy and parental,
  • personal emergency,
  • family caregiver,
  • family medical,
  • critically ill child care,
  • organ donor,
  • crime-related child death or disappearance, and
  • deployment as a military reservist.

An employee may be entitled to more than one of these leaves for the same event. Each leave is separate, and taking one doesn’t affect their ability to take any of the others.

Pregnancy and Parental Leave

Pregnancy leave is up to 17 weeks of job-protected, unpaid time off work. The worker must have started employment at least 13 weeks before the baby’s due date.  Pregnancy leave ends after 17 weeks, or 12 weeks after the child is born. The employee is eligible to receive employment insurance during this leave.

Parental leave may be taken by any new parent – birth, adopting, or by relationship – once a child is born or comes into their care. Birth mothers may take up to 61 weeks of parental leave if they’ve taken pregnancy leave. Birth mothers who do not take pregnancy leave, and all other new parents can take up to 63 weeks of parental leave, starting within a year of the child coming into their care. Parents may, but don’t have to, take their leave at the same time as the other parent.

To be eligible, the worker must have worked for you for at least 13 weeks before the baby came into their care, and must give you at least two weeks’ notice before starting leave.

Personal Emergency Leave

Personal emergency leave is unpaid, job-protected time off work for up to 10 days per calendar year. The employer must pay the employee for the first two days of the leave.

This leave may be taken for illness, injury, medical emergency, or related matter of the employee, their immediate family member, or dependent. The employee should inform you as soon as possible – whether that’s before or after they’ve begun the leave. The employee is not required to provide a sick note to the employer.

The 10 days do not have to be taken consecutively. Part days can be counted as a full day.

Family Caregiver Leave

Family caregiver leave is unpaid, job-protected time off work to care for family members or dependent relatives who have a serious medical condition. A “serious medical condition” is evidenced by a medical certificate issued by a physician, registered nurse, or psychologist. The certificate may have listed on it a period during which the condition is “serious”, or if no time frame is indicated, it’s valid until the endof the calendar year. You may request a copy of the certificate from the employee.

Employees may take up to 28 weeks per calendar year, per family member requiring care. The weeks do not have to be taken consecutively, but taking any one day off in a particular weeks counts as having taken the entire week off.

The employee should inform you as soon as possible – whether that’s before or after they’ve begun the leave.

Family Medical Leave

Family medical leave is unpaid, job-protected time off work to care for family, extended family, or people who are “like family”, who have a serious medical condition with a significant risk of dying within 26 weeks. Family medical leave is for up to 28 weeks in a 26-week period with respect to each person being cared for.

If other people are taking leave to care for the same person, the 28 weeks must be shared. The weeks do not have to be taken consecutively, but taking any day in a week counts as using up one week.

A person who is qualified to practice medicine must issue a certificate stating that the individual has a serious medical condition with a significant risk of death within 26 weeks. The employee must provide you with a copy of the certificate. If the person is “like family”, you may request a copy of a “Compassionate Care Benefits Attestation” form

Again, the employee should inform you as soon as possible – whether that’s before or after they’ve begun the leave.

Critical Illness Leave

Critically illness leave is unpaid, job-protected time off work to provide care or support to a critically ill child (up to 37 weeks in a calendar year) or family member (17 weeks in a calendar year). The employee must work for you for at least six months before they’re eligible to take this leave. The weeks need not be taken consecutively, but taking one day off in a week uses up the entire week of leave.

A critically ill child is someone:

  • who is under 18 years of age,
  • under the employee’s legal guardianship, and
  • whose baseline state of health has significantly changed and whose life is at risk as a result of an illness or injury.

A physician, RN, or psychologist must issue a certificate stating that the child is critically ill, requires the care of one or more parents, and sets out the time period of care. You may request a copy of the certificate.

The employee must give you written notice that they’ll be taking the leave, and provide a plan in writing setting out the weeks they’ll be taking off. Ideally this is done before the leave starts, but can be done after. The employee must give you reasonable notice before changing the dates in the plan.

If the person remains critically ill at the end of the year, the employee may be eligible for additional leaves.

Domestic or Sexual Violence Leave

Employees who have been employed for at least 13 consecutive weeks, and they or their child have been subject to domestic or sexual violence, or the threat of domestic or sexual violence, may take leave in order to seek medical attention, victim services, counselling, and legal assistance.

An employee may take up to 10 individual days’ leave per calendar year, and may take up to 15 weeks of leave as well. The first 5 days of leave in each calendar year are paid. The days and weeks need not be taken consecutively, but taking one day off in a week uses up the entire week of leave.

Organ Donor Leave

Organ donor leave is unpaid, job-protected leave for the purpose of undergoing surgery to donate a kidney, liver, lung, pancreas, or small intestine to a person. Generally, organ donor leave begins on the date of the surgery, but it may begin earlier if specified in a medical certificate.

The leave is for 13 weeks, with the possibility of extension for up to an additional 13 weeks if the employee is not yet able to perform their duties. A medical certificate is required for an extension. If possible, the employee must provide two weeks’ written notice before beginning or extending the leave.

Crime-Related Disappearance Leave

Child Death Leave

Leave is available to employees whose child dies or disappears where it is probable that it resulted from a crime. The employee must have worked for you for at least six months to be eligible for the leave. If it is probable that the child was a party to the crime, the employee is not eligible for the leave.

An employee may take up to 104 weeks after the death of a child and up to 104 weeks after the crime-related disappearance of a child. The employee must inform you in writing that they will take this leave, and provide a written plan indicating the weeks in which the leave will be taken. In most cases, an employee must take the leave in a single period.

Reservist Leave

Military reservists, those handsome devils, who are deployed on an international or domestic operation to assist with an emergency or its aftermath are entitled to unpaid leave for the duration of the operation. For international operations, the leave includes pre- and post-deployment activities required by the military.

The employee must have worked for you for at least six months, and must give reasonable advance notice in writing of the deployment dates when possible.

General Points

  • Leave doesn’t affect the employee accumulating seniority or length of service.
  • You must continue to pay employer contributions to pension, life & health insurance, accidental death insurance, and dental plans. If a benefit plan requires both employer and employee contributions, and the employee notifies you in writing that they will not be making their payments, then you don’t have to pay either.
  • The employee is entitled to come back to the same position they held before their leave, if it still exists, or to a comparable position if it does not.

Simple, right?

Mike Hook
Intrepid Lawyer
http://intrepidlaw.ca
@MikeHookLaw

Commercial leases: renewal, or extension of term?

Most commercial leases have some sort of clause where the tenant can continue to occupy the space. These clauses can be:

  1. an extension of term – which continues the original lease, with a few terms changed; or
  2. a renewal – which ends the original lease, and creates a whole new one.

The consequences of this legal sorcery can be far reaching. My associate, Adam Veroni, handles much of the commercial leasing work at Intrepid Law. He’s written an article explaining the differences, and suggesting a few ways to approach negotiations with your landlord.

Option to Renew in a Commercial Lease

… An option to renew is not necessarily a simple add-in to a lease, and if not drafted correctly, can end up in costly disputes. There are three issues, in particular, that should be ironed out before a lease is signed:

  1. how the rent will be determined for a renewal period;
  2. whether the option to “renew” should be an option for an “extension of term” (the difference will be discussed below); and
  3. what other terms of the original lease are to carry forward in the new lease.

Read the full article here:
http://adamveronilawblog.wordpress.com/2017/12/07/the-option-to-renew-in-a-commercial-lease-issues-and-pitfalls/

What’s a holding company?

Quoth the late, great Notorious B.I.G., “I don’t know what, they want from me / It’s like the more money we come across / The more problems we see.” As an entrepreneur with a thriving business, Biggie waxed poetic on the ever-increasing difficulty of managing one’s affairs as the size and scope of one’s operation increases.

The DIY entrepreneurial spirit and flying-by-the-seat-of-your-pantsness of running a small business will only get you so far. Nobody ever really explains to you that the mo’ better you do at running your business, the mo’ difficult it gets to figure it out on your own. If you’re lucky (and good), the problems you never knew you had won’t come back to bite you… or if they do, hopefully not too hard. Obviously it’s impossible to negate all of the risk of your business, but what you can control is how much damage it will do.

One of the most important tools in your damage control toolbox comes from the shockingly unsexy world of corporate restructuring. It sounds fancy, but it’s really just another example of lawyer and accountant dweebs trying to make what we do sound impressive. Corporate restructuring means assembling a series of business entities and contracts to limit how much of your businesses’ money and assets are exposed to creditors.

Creditors are anyone your business owes money to. They can be anyone from an unpaid supplier, to a jilted landlord, to a former employee, to someone who wins a lawsuit against your business. The potential liabilities – or the amount of money you could owe creditors if things go bad – can be hefty. Say you’re opening a second location for your business. Your corporation signs a 5 year lease with a landlord for $3,000.00 per month. That’s $36,000.00 per year in rent. If the second location goes out of business after 1 year, you could still be on the hook for $144,000.00 in unpaid rent. The landlord can go after your surviving location to pay the debts from the failed one. That would suck.

A well planned and implemented corporate restructuring can protect the assets of one part of your business from the risks of another. At the heart of this lawyerly magic is something called a “holding company” – or a HoldCo.

What is a Holding Company?

A HoldCo is a corporation that doesn’t do anything other than own shares of other corporations. It’s a corporate shareholder, and nothing else. It’s called a holding company because it “holds” the shares, and it also holds on to & invests the profits that come along with those shares.

A corporation that actually does business (making/selling goods, providing services, etc) is known as an “operating company” – or an OpCo – when it’s owned by a HoldCo. A HoldCo can own all or part of one, or many OpCos, or even other HoldCos.

Profits are paid from the OpCo to the HoldCo by a dividend, which is a payout of the after-tax profits of a corporation to its owners. In Canada, dividends paid by an OpCo to a HoldCo that owns its shares are generally not taxed. This means that instead of holding a bunch of cash in your OpCo, you can hold it in the HoldCo instead, without paying more tax on it.

Why would I do that???

It may seem goofy to move the cash out of your business – after all, you may need it again. The problem is that any cash in the business is an asset that can be used to pay your creditors. Once cash is moved to the HoldCo, it no longer belongs to the OpCo. Obviously you can’t use this to hide money from creditors you already have or know about – that would be fraud, and also a dick move – but if you do it in the ordinary course of business, it’s allowed. It’s called “creditor proofing”. The OpCo only hangs on to the money it needs to run the company, and the rest is paid by dividend to your HoldCo.

Secondly, if you’ve got multiple businesses, or multiple locations of the same business, the HoldCo makes it really easy to move money between the two without paying more taxes. Since corporate tax rates are generally lower than personal tax rates, using dividends from one OpCo to fund another OpCo, rather than investing your personal after-tax income means you have more to invest.

You can also keep money in the HoldCo indefinitely, or pay yourself slowly over time to keep your personal taxes to a minimum.

Ooh, clever! How do I do it?

Every business is different, and should be set up in a way that’s designed just for it. There is no silver bullet answer. There are two approaches that I see the most often in small businesses which I’ll use as examples:

HoldCo Graphic 1

Advantages:

Simple, compared to Option 2. This means that it’s cheaper to set up and run.

It separates the assets and liabilities of each separate business, or each location or division of your business. If OpCo2 gets sued by its landlord for $144,000.00, the landlord can’t go after OpCo1 or the HoldCo for payment, because they’re separate businesses.

As we know, the excess profits of each OpCo can be paid to the HoldCo as a tax-free dividend. So, if one OpCo is doing well, and the other isn’t, the HoldCo can lend the money to the struggling company, which can be paid back later tax-free. If you didn’t have the HoldCo, you’d pay tax on the dividends you get from the OpCo, and have only what’s left to loan to the struggling OpCo.

Disadvantages:

Money. For a small business, the legal and accounting work to set it up can range from thousands to tens of thousands of dollars. It costs more to run it too – each corporation needs its own bank account, tax numbers, bookkeeping, tax return, legal work, and insurance policies, to name a few.

Also, the assets of each OpCo stay in the business, and within reach of its creditors. For businesses with lots of equipment or inventory, that could be a whole lot of value left exposed.

Typical Uses

This structure is most common in businesses where there aren’t a lot of hard assets – like services businesses – or in real estate investing, where the property is the business, and can’t be effectively separated.

HoldCo Graphic 2

Advantages

Here, OpCo1 and OpCo2 are the true operating businesses. They take on all of the business liabilities – like hiring the employees, making the products, taking customer orders, signing contracts, and so forth – but don’t actually own the valuable assets. OpCo3 owns all of the valuable assets – equipment, machinery, and sometimes inventory – and rents them to OpCo1 and OpCo2 to use.

Since OpCo3 doesn’t deal with anyone other than 1 & 2, and OpCo1 & 2 are the only ones dealing with the outside world, the valuable assets are generally out of reach of the creditors of the business. Creditors can go after the profits of 1 & 2, but they have no legal relationship with OpCo3, so have no claim against its assets.

Otherwise, it works pretty much the same way as Option 1.

Disadvantages

Again, the expense is a factor. More companies means more startup and ongoing costs.

Also, you run the risk that the money being paid from OpCo 1 & 2 to OpCo 3 for the use of the assets could be called passive income by the CRA – and taxed at a much higher rate than ordinary corporate income. This is where a good accountant earns their keep.

In some highly regulated businesses, the terms of licenses, permits, or government authorizations may prevent you from using this structure at all.

Typical Uses

This is most common where there is a lot of expensive equipment, or a great deal of inventory in the business – like resource extraction, manufacturing, transportation, or construction. A similar model can also be used by a business with multiple locations, but centralized management.

Common Failures

If you’re going to do this stuff, you’d better not half-ass it. The process of setting it all up and running it, though it may seem like overly technical, tedious legal mumbo-jumbo, is absolutely critical. This is the type of stuff that the CRA will look at in detail if you’re ever audited. Even worse than that is the possibility that you may think your assets are protected when they’re not.

There are huge benefits – tax, asset protection, and your peace of mind as a business owner foremost among them – to using these structures. If you’re going to have access to those benefits, the CRA and courts of law will require you to have done everything correctly.

A few critical factors are:

  • The paperwork must be done. Without the right legal documents and tax reporting as evidence of the intent, timing, and effect of the restructuring. You can’t pretend that you’re operating separate businesses and hope they’ll go along with it.
  • OpCos Actually Op as Separate Cos. Again, you can’t fake it. Each corporation needs its own accounts, employees, contracts… everything. If anything – employees, equipment, intellectual property, invoicing, etc – is shared between the businesses, you’ve got to have contracts in place as evidence of the separation. Any overlap between the corporations could be enough to allow a judge to ignore the structure you’ve put in place, and rule that they’re actually all just one related business.
  • HoldCo Must Not Do Business. Your HoldCo must do nothing other than own shares and be owed debt by the OpCo. If it does any active business, all of its assets – meaning all of the companies it owns – will be available to its creditors. This includes participating in the management of an OpCo through a unanimous shareholders’ agreement.
  • Solvency. If your business doesn’t have enough money to pay its expenses as they come due, then it’s illegal to restructure it unless it’s part of insolvency proceedings.
  • Current Creditors. Similarly, none of this can be used to escape creditors that you already know about – or ones you ought to know about. That’s fraud.

While it’s not rocket surgery, it’s certainly not something I recommend as a DIY project. If you’ve got a business with multiple locations, different divisions doing different things, or own pieces of a few different businesses, there’s no time like the present to square this away. If you need help along the way, I happen to know a guy…

 

Mike Hook
Intrepid Lawyer
mike@intrepidlaw.ca
@MikeHookLaw

Estates Blog: Promises made, but not put in the will

Last summer I hired an associate, Adam Veroni, to add estate planning, wills, and trusts to the services offered by Intrepid Law. This is a nice complement to the business succession planning expertise we have, which can help to ease the transition of your business to the next generation of leaders. Adam has recently started writing on common issues in estates law, and will be focusing on estate planning issues for farms, and persons with disabled children to boot. I’ll be posting links to his articles here as they become available.

His most recent blog:

Promises Made Outside of a Last Will and Testament

Verbal promises made by a deceased prior to his or her death in respect of the inheritance of property, are not testamentary dispositions and the estate trustee is not bound to abide by such promises when distributing the assets of the deceased’s estate. The estate trustee appointed under the will has the responsibility to distribute the estate according directions contained in the will, not according to promises made outside of it.

However, there are limited circumstances where the courts will intervene under their equitable jurisdiction to enforce promises in the name of fairness.

Read the full article here:

https://adamveronilawblog.wordpress.com/2017/09/22/promises-made-outside-of-a-last-will-and-testament/

Estates Blog: If you don’t have a will, what can your executor actually do?

Last summer I hired an associate, Adam Veroni, to add estate planning, wills, and trusts to the services offered by Intrepid Law. This is a nice complement to the business succession planning expertise we have, which can help to ease the transition of your business to the next generation of leaders. Adam has recently started writing on common issues in estates law, and will be focusing on estate planning issues for farms, and persons with disabled children to boot. I’ll be posting links to his articles here as they become available.

His first blog:

Powers of an Estate Trustee without a Will

The decision to create a will is often neglected or people may ultimately decide to leave their estate to be distributed according to the law. In deciding whether or not to make a will, one should consider the powers of the estate trustee with or without a will, and whether it would be in the best interest of the estate to have well defined trustee powers to deal with estate assets.

Read the full article here:

https://adamveronilawblog.wordpress.com/2017/08/11/first-blog-post/

What’s a cooperative?

There are a lot of different models available to people to set up their businesses, but one of the most underused is the cooperative model. Frankly, I find it odd that so few startups consider using a co-op, given the shift towards people-centric companies, corporate social responsibility, social enterprise, crowdfunding, and the sharing economy. In many ways, co-ops are ideal for these types of ventures, since the primary aim of a cooperative is to benefit its members. It’s up to the members to decide what “benefit” means, so co-ops are often about more than just maximizing profits.

Perhaps unfamiliarity breeds avoidance. The co-operative corporation is an odd beast, and far less common than corporations, partnerships, and proprietorships. A lot of folks don’t even know the co-op exists as an option. Hell, a lot of business lawyers I know have never touched the things, and just gloss it over in the “other” category when talking about business structures. Its weirdness makes it difficult to understand. Co-ops are a mash-up of business and not-for-profit corporations, with partnership-esque decision-making, which are sort of public companies, and report to a separate branch of government than every other business in Ontario.

the-people-dont-know-their-true-power-tc-cartoon-sad-hill-newsIt’s high time we blew the dust off the ol’ girl, and maybe you won’t think co-ops are so weird and scary after all. You might even start to think that your business would do well as a co-op, in which case, we should talk.

There are a LOT of possible variations in co-ops, so I’ll stick to the basics in this article. The goal is to give you an idea of the broad strokes, and I’ll leave the details for later articles. I’m going to talk about:

  • What a co-op is
  • Advantages and disadvantages
  • Types of ownership
  • Types of co-op
  • The basics of financing a co-op, and
  • The basics of decision making

So what is a Co-op Anyway?

Co-operatives are democratically-run businesses governed by those who use their services – their members. Co-ops generally rely on member participation to make the wheels turn. Members pool their money, goods, or services, have a say in decision making, and share in the profits or losses of the co-op’s business. Members can be human people, corporations, and not-for-profits.

cooperative-movementAs we’ll see below, a co-op can be set up with shares, like a business corporation; or without, like a not-for-profit. Co-ops with shares can sell them to members and the general public to raise capital. Co-ops without shares may operate as not-for-profits, and apply for charitable status.

Decision making is one-member, one-vote, so each member has an equal say. Members can be broken down to stakeholder groups, where each group’s votes may be weighted differently, kind of like in a partnership.

Once they reach 35 shareholders or lenders, co-ops become somewhat like a public company, and have to distribute information about the business and its finances to potential investors. The annual financial statements of a co-op must be audited, to ensure that the co-ops accountants are preparing the statements by accounting norms. Ontario co-ops are regulated by the Financial Services Commission of Ontario, rather than the Companies Branch

Advantages

  • Egalitarian – while corporations can allow their stakeholders to participate in ownership through stock option plans and the like, such plans are often carefully controlled to prevent those stakeholders from controlling the company.
  • Democratic – each member has an equal say.
  • Cheaper to set up and run than stock option plans or large partnerships – though the rules governing co-ops can be a bit tedious, many of the rights and responsibilities are written in the law, rather than being custom creations
  • Shared resources – members can get access to more and better equipment or facilities, increased negotiating power when buying/selling, shared marketing costs, etc.
  • Networking and education – members have access to people who face similar challenges, and make contacts up and down the supply chain.
  • Limited liability – a co-op is a “person” in the eyes of the law, which takes on its own liability. Members and shareholders personal assets are protected, and they only stand to lose what they invested.
  • Flexibility – co-ops have a huge array of options on goals, structure, financing, decision-making, and services.
  • Double or triple bottom line – benefits to the members aren’t limited to a share of the profits.

Disadvantages

  • Startup costs – are typically higher than for simple incorporations or partnerships. It takes more legal and accounting work to get ’em off the ground.
  • Offering statements are required to raise money – which takes time and money to prepare, and there are ongoing disclosure requirements.
  • Annual financial statements must be audited – which adds an extra annual operating expense.
  • Decision making can be slow and difficult – especially when there are a lot of members, or stakeholder groups with different interests. Think of how much of a pain in the ass the membership meetings of a condominium can be…
  • Unfamiliarity – because there are relatively few co-ops, compared to other business forms, government and foreign entities may have a hard time wrapping their heads around how to deal with you.

Membership Shares, or Members?

You have two options when incorporating a co-op – ownership through shares, similar to a regular ol’ corporation – or control by members, similar to a not-for-profit corporation. Choosing between the two usually comes down to two things:

  • Whether the co-op’s purpose is to operate like a business and turn a profit, or to provide a service on a break-even or non-profit basis; and
  • How much capital is needed to get started and run the co-op. The greater the need for capital, the more likely it is you’ll lean towards shares.

Consult with your lawyer and accountant before choosing which way you’ll go.

Shares

Shares are just a bunch of rights in the co-op. Most of these rights centre on control (voting), profits (dividends), and ownership (right to a share of the net profit if the business is sold or wound up). Every co-op with share capital must issue at least one type of “membership shares”. Each membership shareholder gets one vote at members’ meetings to do things like electing the directors, setting the rules (bylaws) of the co-op, choosing an auditor, approving annual financial statements, and major business decisions like selling or dissolving the co-op. Different types or membership shares may have slightly different rights.

You also have the option of creating and selling different types of “preference shares” to raise money. Like a regular business corporation, you can get pretty creative with the rights that the preference shareholders have, like priority on dividends, to be bought out or redeemed, to be paid part of the proceeds of liquidation, to receive information, and to receive a portion of the net profits of the co-op each year as a patronage return.

Members

For co-ops without share capital, there are only members, who fill much the same role as membership shareholders, above. The biggest consequence of this type of co-op is that its only financing options are membership fees, loans from members to the co-op, and loans or other debt from outside sources.

Multi-Stakeholder Co-ops

In these bad boys, members are organized into stakeholder groups, depending on what they contribute to the co-op. Each stakeholder group has certain rights as a group, such as appointing directors to the board, or to receive a lower or higher share of the co-op’s profits.

Types

There are four basic types of co-op in Ontario

  • Worker-owned

    Exactly what it sounds like. Only workers can be members of the co-op, and at least 75% of employees of the co-op must be members. An example would be Toronto’s Co-op Cabs, where each taxi license holder is a member of the co-op, and gets a share of the net profits of the company rather than revenues from their specific cab.

  • Consumer

    Businesses, often in retail, which are owned by their customers for their mutual benefit. Resources are pooled to buy in bulk, then the savings are passed on to the members. The most common are credit unions, green energy, insurance, and grocery stores. I’ll lump housing co-ops in here too.

  • Producer

    Producers of a certain product, or a certain category of goods band together to share common expenses like warehousing, equipment, shipping, and marketing. Most people have seen farmers’ co-ops, which often have warehousing and large equipment, as well as buying farm supplies in bulk. Producer co-ops could work for any business from lumber, to crafts, to booze.

  • Multi-stakeholder

    Here, many different groups of interests recognize that they’re all in the same boat, and band together for common gain. These groups could include workers, producers, service providers, consumers, and supporters of a certain cause. Health care and social services are common areas for this form. There’s a big push towards sustainable food co-ops right now, bringing together farmers, land owners, seed banks, grocers, and restauranteurs.

Dolla Dolla Bills Y’all

A co-op model can allow a business to take a fundamentally different path than a regular corporation. The directors of corporations are voted in by shareholders to maximize the value of the shares. Co-ops exist for the benefit of their members, which can far broader than simple monetary gain. That’s not to say that a co-op can’t turn a profit. It’s just up to the members as to how far up the priority list profit falls. The rules on how money comes into and flows out of a co-op are different than regular corporations too.

Money In

Besides profits from the sale of goods, the most common fundraising method is membership fees – an annual fee that members must pay to stay members. In most cases, this isn’t a large sum. Co-ops can also charge fees for use to members or the public – like an hourly rate for use of equipment and facilities, or for sales leads they generate for their members.

money83

Debt Financing

As with any business, a co-op can borrow money, known as debt financing, from a variety of sources. Co-ops can, and often do, require their members to loan money to the co-op, which is common in agricultural co-ops where production is cyclical. They need the cash up front to float the year’s operations, and the loans are paid back when the harvest comes in. They can force members to re-invest profits earned from the previous year as member loans as well.

Co-ops can borrow from banks, government, and other private lenders, same as any other business. They can also apply for government grant funding.

Equity Financing

Co-ops with share capital can raise money by selling preference shares. The magic number is 35, meaning that if there will be 35 or more people who own securities (shares and debt) when the sale is done, the co-op has to file an “offering statement” with the Financial Services Commission. This is similar to, but less demanding than, what a corporation must do before “going public”. The goal of the offering statement is to ensure that the investors know what they’re investing in. The exact requirements vary depending on the co-op, but the result must be a full, true, and plain disclosure which answers any reasonable question an investor may have. There are a few exceptions which mean you don’t have to file one for small numbers of investors, and small amounts raised.

Money Out

Aside from paying operating costs, wages, tax, and debt, there are rules about how the profits of the co-op are paid out. What’s left after operating expenses are paid, but before tax, is called the “surplus”.

A co-op can set aside some or all of its surplus to create a “reserve fund” of retained earnings for its future expenses, and it can pay out the surplus through dividends and patronage returns.

Dividends

Dividends are paid out of a co-op’s after tax income. The member or shareholder is taxed on the dividend (not as regular income), meaning some tax credits are available to them.

The maximum dividend allowed on membership shares is the prime lending rate +2% per year. There’s no cap on dividends to preference shareholders, so the rate of dividend is what’s set out in the Articles of the co-op.

Dividends may be paid in more shares of the co-op as well, which allows the business to reinvest the profits, and increase the equity holdings of the shareholders.

Patronage Return

This posh sounding term is the profit share a member is entitled to based on how much business they’ve done with the co-op. This is the main way in which members receive their profits. Patronage returns are paid out of the pre-tax income of the co-op, and are taxed as income for the member.

Different rules apply to different types of co-op, but the way patronage returns are calculated is set out in the bylaws. Worker co-ops, for example, pay patronage returns based on hours worked, or total compensation paid each year. Producer co-ops may account for the relative profits earned from different products contributed to the co-op (a ton of strawberries may turn a higher profit margin than a ton of potatoes. No offence to potatoes.)

Non-members may also be paid a patronage return, so long as the return for non-members is the same or less than what’s paid to members.

Decision Making

As with a corporation, co-ops have three levels of decision-making – members, directors, and officers.

Members

Each member, or membership shareholder, has one vote at meetings of the members. Members have to attend a meeting in order to vote – they can’t send a proxy to vote in their place.

Most votes are decided by a simple majority of votes, after a resolution has been discussed. The key decision members are called upon to make is to elect the board of directors, or removing them if need be. They also approve audited financial statements, and vote on resolutions proposed by members.

Members have a say in other major decisions, which require a 2/3 majority to pass. These include changing the articles of the co-op, adopting new bylaws, and approving the sale or merger of the co-op.

5% of members can call a meeting, or propose member resolutions. 10% of members can force a directors’ meeting to pass a new bylaw or resolution.

Directors

Elected by the members, the directors have a fiduciary duty to run the co-op in the best interests of the members. All directors must be members of the co-op, and there must be at least three directors on the board. The board is responsible to set the strategic direction of the co-op, and appoint the officers to manage its day-to-day affairs. They vote on things like approving new members, budgets, major contracts, and expansion plans.

Officers

Appointed by the directors, officers oversee operations, and supervise the lower-levels of leadership. Officers are employees of the co-op, and except for the President and chair of the board, they don’t have to be members. The duties of the different offices are listed in the Cooperative Corporations Act. Most co-ops will delegate a certain amount of decision-making power to officers, such as the ability to sign contracts up to a certain amount, to hire and fire employees, and to do the co-op’s banking.

Conclusion

So, there you have it, co-ops in a nutshell. This is by no means a complete guide to co-ops in Ontario, but I hope it proves to be a useful starting point. If you’re looking at starting a business or non-profit, take a good, give co-ops due consideration.

There are a ton of good resources out there for information gathering, including a whole series of guides from the FSCO, and the Ontario Co-operative Association that can help you to get started.

As always, I’m happy to help you birth your cooperative business baby. Reach out.

 

Mike Hook
Intrepid Lawyer
mike@intrepidlaw.ca
@MikeHookLaw

Risk Management for Event Promoters

Date:  Wednesday, September 23, 2015 – 19:00 – 21:00
Location: The Richmond, 477 Richmond St. W. #104
Price: Free, but a donation to GlobalFire’s capacity building mission to Nicaragua is requested. Donations over $20 are eligible for a tax receipt.

Anyone who’s ever got it in their head to throw an event knows there’s a financial risk involved. What you may not know is just how much legal risk you’re taking on, or how to protect yourself. If GI Joe taught us anything, it’s that knowing is half the battle… so join me on September 23, 2015 to get in the know about how to limit your liability as an event promoter. This event will be useful for those who organize events, or deal with event organizers for:

  • Music – concerts, clubs, raves, and festivals
  • Food & Drink – festivals, pop-ups, markets, taste-and-buy
  • Sports – tournaments, leagues, charity runs, competitions
  • Weddings
  • Travel – group or themed trips
  • Public gatherings – rallies, pillow fights, yoga-ins
  • Conferences

This event will feature a presentation on the key ways that you can manage your risk, a Q&A session, then the cash bar will be open, and youll have an opportunity to network with other local event promoters of all stripes. If there’s enough out of town interest, I will webcast it as well.

This event will be a fundraiser for my upcoming deployment to train first responders and provide access to clean drinking water in rural Nicaragua with GlobalFire. There’s no set cover charge, but I ask that you pay what you can. Contributions over $20 are eligible for a tax receipt.

It’s an open invitation, so please feel free to circulate the event to people in your network who may be interested.

The Facebook event page is here:https://www.facebook.com/events/935981106467567/

Speaker Bio:

I’m a small business lawyer in Toronto, working with socially, environmentally, and ethically responsible entrepreneurs. In my spare time, I’m also an experienced event promoter, small business owner, and international disaster response volunteer.

You can learn more about me, and what I do by visiting my website at: http://intrepidlaw.ca/

For more information, you can reach me by email at: mike@intrepidlaw.ca