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What is the difference between buying SHARES and ASSETS of a business?

Uncategorized Oct 03, 2017

Most business owners who are in the process of buying a business do not think about whether they are buying the assets of the business or the shares.  They tend to think about the price, terms of payment and closing date, all of which are important of course.

Here are some helpful tips below to help inform this choice:

You need to know the legal structure of the seller or vendor.  Ask this up front.  You can only buy SHARES of an incorporated company and not of a sole proprietorship or partnership.  If you are buying from a sole proprietorship or partnership, you are buying assets.

  • The seller usually wants to sell the shares of an incorporated company to take advantage of the lifetime capital gains exemption.*
  • If the buyer buys the shares of an incorporated company, it takes on all past liabilities of the company, which may include liabilities of many types including tax, CPP, EI, WCB, judgements, bad credit with suppliers.  Careful due diligence is...
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3 Ways to Grow Your E-mail List Without Being Spammy

Uncategorized Sep 25, 2017

An e-mail list is one of the most important and valuable assets to an online or bricks and mortar business.

When Canada’s Anti-Spam Legislation came into effect in 2014, this had a chilling effect on the e-mail marketing efforts of many small businesses.  Many business became afraid to send e-mails for fear of breaking this law. This legislation is federal and applies across Canada.

The general rule is that if you are sending “commercial electronic messages” which include e-mails, you need the consent of the recipient of the message.  Whenever you can get this express written consent from a client or prospect, you should record it and store it.  This could include having them check a box electronically on a website, or on paper ballots or contest entries.

The good news for small businesses is that there are several useful exceptions where you have implied consent if you have not obtained express consent (permission in writing)....

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Setting the Ground Rules

This time of year teachers, coaches and parents are all busy laying down a new set of “ground rules” for the year.

According to Wikipedia, the original of the term “ground rules” comes from baseball. Different ballparks have different rules in addition to the more standard ones. At Wrigley Field in Chicago, for instance, if the ball is hit to the outfield and gets stuck in the ivy on the outfield fence, it is a ground rule double.

For your business, a contract is a great way to set ground rules with your clients. This works particularly well at the beginning of the relationship or at the beginning of a new piece of work. Below are some topics that are frequent areas of concern:

  1. Payment Terms – When will the invoice be issued? How long does the client have to pay? Will there by interest and penalties for late payment.   What forms of payment will be accepted?
  2. Returns and Refunds – Will these be allowed and under what circumstances?
  3. ...
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Badass of Green Gables

I always consider myself lucky to find myself in PEI in the summertime.

One of my favorite things to do in PEI (besides eating seafood and going to the lovely beaches) is to watch the long running musical, Anne of Green Gables: The Musical™ at The Charlottetown Festival. If you are fuzzy on the details of the storyline, here is a recap here – https://en.wikipedia.org/wiki/Anne_of_Green_Gables.

As I watched this production with my daughter this summer, there were two things that struck me:

#1 – Anne Shirley (aka Anne of Green Gables) is a badass.

#2 – The whole story is based on a contract gone wrong.

#1 – Ann(with an E) is a badass

The word “badass” is thrown around these days in entrepreneurial circles as a call to action. Anne Shirley was certainly a badass way ahead of her time.

Anne clearly knew WHO she was, WHAT she wanted and was NOT AFRAID to go after it.

Anne(with an E) did not get discouraged by meddling neighbours, her early...

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How to Read A Contract as An Entrepreneur (Who Didn't Go to Law School)

Contracts 101

When you operate a business, contracts are as common as the air that you breathe.

You enter contracts by clicking “I Agree” buttons on websites, and by selling products and services to your customers.

A contract is a legally binding agreement between two or more persons for a particular purpose.

Contracts can be done verbally or in writing.  The problem for a business owner with a verbal contract is that if is more difficult to enforce because you may not remember or be able to prove all of the terms that were agreed to.

What if a supplier presents you with a “standard” contract that they routinely use with companies they deal with. Does this mean that you should just sign it?

At the very least, you should understand what you is agreeing to in the contract. At best, you can find a few important items in the contract and improve your business’ position through proper drafting and negotiation.

contract

What to look for:

  • Parties...
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When and Why You Need a Shareholders’ Agreement

Has anyone ever told you that as a business owner that you NEED to have a shareholders’ agreement?  Did you wonder what it was?

This article sets out some of the basics.

Why?

  • Without a SA, shareholders can have difficulty resolving disagreements.
  • Unlike publicly traded shares, shares of a private company are difficult to sell or transfer.
  • The founder and majority shareholder usually wants to maintain a certain degree of control over who can become a shareholder.
  • A minority shareholder who does not have voting control of the company, will be concerned about having a mechanism to transfer his or her shares if he or she wants to.

Who?

  • If a company has one shareholder only, a SA is not required.
  • If a company is incorporated with more than one shareholder or where additional shareholders are added, a SA is recommended.
  • If the business is a partnership, the equivalent of a SA is a partnership agreement.
  • If current shareholders are considering transferring shares, they may...
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