This document discusses different business structures and how to work with others within those structures. It outlines the types of people that can be involved in a sole proprietorship, partnership, and corporation, including founders, employees, contractors, shareholders, directors, and officers. A corporation establishes a separate legal entity that exists apart from the people who manage it, allowing founders to limit their liability and raise money more easily. The document advises considering goals, needs, and risks when deciding whether to work with others and in what capacity.

1. Anna Keller, Corporate Lawyer
Low Murchison Radnoff LLP

2.  Working with others
 Raising Money
The secret…these are related!

3.  Employees
 Contractors
 Partners
 Shareholders
 Investors
 Directors
 Officers (employees)

4. How we work with people depends on what
type of business you operate:
 Sole Proprietorship
 Partnership
 Corporation

5.  You are the only founder!
 Employee
 Contractor

6.  More than one founder (partners)
 Employee
 Contractor

7.  All partners are not created equal (but the law
thinks they are…)
 Partnership law is outdated
 Every partner cannot run the business
 You can’t generally have investors
 It’s a trap! Doomed to failure…

8.  Founders
 Employee
 Contractor
 Shareholder
 Directors
 Officers

9.  Corporations are separate legal entities.
 Corporations are their “own” person.
Corporation exists separate from the people who
run/manage the corporation. Why incorporate?
 Manage Risk
 Limit liability
 Raise Money
 Franchise
 Taxes

10. Basic rights of shares:
 To vote at any meeting of shareholders
 To received dividends declared by the Board
of Directors
 On dissolution of the corp, to receive the
property of the corp remaining after creditors
and other person with claims are paid.
 If the corp only has one class of shares,
everyone’s rights are equal.

11.  Shareholders keep their shares forever,
unless you have a shareholders agreement
 Shareholders Agreement sets out the rights
of the Shareholders
 It is easier to get divorced in Canada than it is
to get rid of shareholders…

12.  What are the end goals? Are they different for
each person?
 Do I need others?
◦ Why do I need the person?
◦ How long do I need the person?
 What are the risks of working with others?
◦ How well do I know this person?
◦ Would I want to get married to this person?

13. Anna Keller
LOW MURCHISON RADNOFF LLP
akeller@lmrlawyers.com
613-696-1323