Podcast
Questions and Answers
What is the purpose of the Canadian Experience Class (IRPR s.87.1)?
What is the purpose of the Canadian Experience Class (IRPR s.87.1)?
Allows foreign nationals who have been working or studying in Canada temporarily to apply for permanent residence based on their Canadian experience.
What are the admissibility issues foreign nationals must demonstrate for temporary or permanent residence applications? (Select all that apply)
What are the admissibility issues foreign nationals must demonstrate for temporary or permanent residence applications? (Select all that apply)
Corporations are separate legal entities from their owners.
Corporations are separate legal entities from their owners.
True
Incorporation is based on the Ontario Business Corporations Act (OBCA) for _______ corporations.
Incorporation is based on the Ontario Business Corporations Act (OBCA) for _______ corporations.
Signup and view all the answers
Match the following with their roles in a corporation:
Match the following with their roles in a corporation:
Signup and view all the answers
What is the taxation process for income or loss of a business carried on as a partnership?
What is the taxation process for income or loss of a business carried on as a partnership?
Signup and view all the answers
Losses of a partnership can be used by partners to reduce income from other sources.
Losses of a partnership can be used by partners to reduce income from other sources.
Signup and view all the answers
What two types of obligations are imposed upon Directors in connection with the management of a corporation's business and affairs?
What two types of obligations are imposed upon Directors in connection with the management of a corporation's business and affairs?
Signup and view all the answers
What must shareholders holding >50% of the votes do to elect or change Directors of a corporation?
What must shareholders holding >50% of the votes do to elect or change Directors of a corporation?
Signup and view all the answers
Match the following terms with their descriptions:
Match the following terms with their descriptions:
Signup and view all the answers
A Share Certificate is evidence that the person is a registered ___.
A Share Certificate is evidence that the person is a registered ___.
Signup and view all the answers
What percentage of votes of shareholders entitled to vote is required for passing an Amendment of Articles by Special Resolution?
What percentage of votes of shareholders entitled to vote is required for passing an Amendment of Articles by Special Resolution?
Signup and view all the answers
Which form of consideration must a transferor receive in exchange for claiming the ITA s.85 rollover?
Which form of consideration must a transferor receive in exchange for claiming the ITA s.85 rollover?
Signup and view all the answers
A corporation can increase its total stated capital by issuing a stock dividend. True or False?
A corporation can increase its total stated capital by issuing a stock dividend. True or False?
Signup and view all the answers
A reduction in stated capital can be made through special resolution without amending the articles provided that the appropriate ________ test is satisfied.
A reduction in stated capital can be made through special resolution without amending the articles provided that the appropriate ________ test is satisfied.
Signup and view all the answers
What is the difference between a demand loan and a term loan?
What is the difference between a demand loan and a term loan?
Signup and view all the answers
Under the Bills of Exchange Act, when a bank accepts a bill of exchange, the bank becomes primarily liable to pay the ____________.
Under the Bills of Exchange Act, when a bank accepts a bill of exchange, the bank becomes primarily liable to pay the ____________.
Signup and view all the answers
The Bank Act s.427 security can only be utilized by chartered banks.
The Bank Act s.427 security can only be utilized by chartered banks.
Signup and view all the answers
Which of the following is NOT required information for a registration under the Personal Property Security Act?
Which of the following is NOT required information for a registration under the Personal Property Security Act?
Signup and view all the answers
What type of market consists of transactions involving the purchase and sale of previously issued securities?
What type of market consists of transactions involving the purchase and sale of previously issued securities?
Signup and view all the answers
Who must register securities in accordance with the Act when trading, advising, or underwriting, unless an exemption is available?
Who must register securities in accordance with the Act when trading, advising, or underwriting, unless an exemption is available?
Signup and view all the answers
Match the following types of exemptions with their descriptions:
Match the following types of exemptions with their descriptions:
Signup and view all the answers
Under the ITA, what is the term for the adjusted cost base of non-depreciable capital property like land and shares?
Under the ITA, what is the term for the adjusted cost base of non-depreciable capital property like land and shares?
Signup and view all the answers
What relationships are considered 'non-arm's length' under the ITA?
What relationships are considered 'non-arm's length' under the ITA?
Signup and view all the answers
In a short-form amalgamation, it can be between a parent corporation and one of its wholly owned subsidiaries.
In a short-form amalgamation, it can be between a parent corporation and one of its wholly owned subsidiaries.
Signup and view all the answers
In an amalgamation under the ITA, the amalgamated company is treated as a new legal entity distinct from its ________.
In an amalgamation under the ITA, the amalgamated company is treated as a new legal entity distinct from its ________.
Signup and view all the answers
Match the following transaction types with their descriptions:
Match the following transaction types with their descriptions:
Signup and view all the answers
What are some steps that a seller may take to minimize tax liability in the year of sale?
What are some steps that a seller may take to minimize tax liability in the year of sale?
Signup and view all the answers
In asset purchase transactions, what is an advantage for the buyer in terms of future tax deductions?
In asset purchase transactions, what is an advantage for the buyer in terms of future tax deductions?
Signup and view all the answers
In share purchase transactions, the gain realized on the sale of shares is treated as a capital gain for income tax purposes.
In share purchase transactions, the gain realized on the sale of shares is treated as a capital gain for income tax purposes.
Signup and view all the answers
Share purchase agreements are usually drafted by the buyer's ________.
Share purchase agreements are usually drafted by the buyer's ________.
Signup and view all the answers
Match the following legislation with its description:
Match the following legislation with its description:
Signup and view all the answers
Which form of business involves individuals carrying on business on their own account, without the involvement of other individuals except as employees?
Which form of business involves individuals carrying on business on their own account, without the involvement of other individuals except as employees?
Signup and view all the answers
What are the mandatory provisions governing the relationship of partnerships which cannot be varied by the Partnership Agreement?
What are the mandatory provisions governing the relationship of partnerships which cannot be varied by the Partnership Agreement?
Signup and view all the answers
Limited partners in Limited Partnerships have unlimited liability.
Limited partners in Limited Partnerships have unlimited liability.
Signup and view all the answers
Privacy laws in the private sector seek to balance an individual’s right of privacy in their own personal information with an organization’s reasonable need to collect, use, or disclose this personal information for the purpose of carrying out its business. This is governed by __________.
Privacy laws in the private sector seek to balance an individual’s right of privacy in their own personal information with an organization’s reasonable need to collect, use, or disclose this personal information for the purpose of carrying out its business. This is governed by __________.
Signup and view all the answers
What must the law provide under the Personal Information Protection Act in BC, AB, and ON?
What must the law provide under the Personal Information Protection Act in BC, AB, and ON?
Signup and view all the answers
Who oversees the enforcement and administration of PIPEDA?
Who oversees the enforcement and administration of PIPEDA?
Signup and view all the answers
Offences under PIPEDA include knowingly destroying or discarding personal information subject to an access request or retaliating against an employee who has disclosed a potential contravention of the Act to the ____________.
Offences under PIPEDA include knowingly destroying or discarding personal information subject to an access request or retaliating against an employee who has disclosed a potential contravention of the Act to the ____________.
Signup and view all the answers
Failure to comply or contravene the Act can result in an investigation of the organization's personal information practices.
Failure to comply or contravene the Act can result in an investigation of the organization's personal information practices.
Signup and view all the answers
Match the following enforcement and administration actions under PIPEDA:
Match the following enforcement and administration actions under PIPEDA:
Signup and view all the answers
What does BFOR stand for in the context of employment discrimination?
What does BFOR stand for in the context of employment discrimination?
Signup and view all the answers
Which of the following is NOT a criterion to justify a discriminatory rule as BFOR?
Which of the following is NOT a criterion to justify a discriminatory rule as BFOR?
Signup and view all the answers
An employer can terminate an employee summarily for serious misconduct without notice.
An employer can terminate an employee summarily for serious misconduct without notice.
Signup and view all the answers
To be considered constructively dismissed, an employer must make a fundamental change to the employment contract without ___ from the employee.
To be considered constructively dismissed, an employer must make a fundamental change to the employment contract without ___ from the employee.
Signup and view all the answers
When can UFAMP make a Certification Application to represent the employees?
When can UFAMP make a Certification Application to represent the employees?
Signup and view all the answers
What must UFAMP demonstrate in order to be successful in its Certification Application to the OLRB?
What must UFAMP demonstrate in order to be successful in its Certification Application to the OLRB?
Signup and view all the answers
Which of the following would fall within UFAMP's collective bargaining obligations if certified to represent the employee group?
Which of the following would fall within UFAMP's collective bargaining obligations if certified to represent the employee group?
Signup and view all the answers
Study Notes
Carrying on a Business
- A business can be carried on in three ways: sole proprietorships, partnerships, and corporations
Sole Proprietorships
- An individual carries on business on their own account, without the involvement of other individuals except as employees
- The sole proprietor is responsible for all business obligations, including losses and contractual and tortious liability
- Business losses can be used to offset personal income
Partnerships
- Partnerships are two or more persons carrying on business in common with a view to profit
- A partnership agreement governs the allocation of income, losses, and capital gains/losses
- In the absence of a partnership agreement, the Partnership Act provides default provisions
- Partnerships can be dissolved by expiration of a fixed term, notice of intention to dissolve, or the death or insolvency of a partner
Limited Partnerships
- Comprised of one or more general partners and one or more limited partners
- Limited partners have limited liability and share in profits of the limited partnership
- On dissolution, creditors are paid first, then limited partners in respect of their profits and contributions
Limited Liability Partnerships (LLPs)
- Partners are not personally liable for debts and liabilities of the LLP
- Judgments against LLPs for tortious liability will not be enforceable against the personal assets of partners
- To carry on business in Ontario, the LLP must be registered under the Business Names Act and maintain liability insurance
Corporations
- A corporation is a separate legal entity that can own property, carry on business, and incur liabilities separate from its shareholders
- Shareholders do not own the corporation's property and their liability is limited to the value of their shares
- Corporate dissolution occurs when the corporation's existence is terminated
Privacy Laws in the Private Sector
- The Federal Personal Information Protection and Electronic Documents Act (PIPEDA) sets out how organizations can handle personal information
- There are 10 principles that organizations must comply with, including accountability, identifying purpose, consent, and limitation of use, disclosure, and retention
- Organizations must designate individuals responsible for compliance and establish procedures to handle inquiries and complaints
Enforcement and Administration of PIPEDA
- The Privacy Commissioner oversees the enforcement and administration of PIPEDA
- Individuals can make complaints to the Commissioner about an organization's personal information practices
- The Commissioner can investigate and find an organization in contravention of PIPEDA, and grant remedies including orders and damages
The Employer-Employee Relationship
- The employment contract is subject to contract law and statutory minimums
- Employees have implied obligations, including obedience, attendance, competence, good faith, and confidentiality
- Fiduciary employees have additional obligations, including avoiding conflicts of interest and acting in the employer's best interest
Employer Obligations
- Employers have fundamental obligations, including providing work and pay, and a safe work environment
- The Ontario Occupational Health and Safety Act requires employers to provide a safe work environment and guarantees employees the right to refuse unsafe work### Employer Obligations
- Establish a joint employer-employee committee pursuant to the Occupational Health and Safety Act
- Provide notice of termination, which must be “reasonable” based on factors such as length and character of employment, and availability of alternate employment
- Probationary employees can be dismissed during the applicable probationary period if the employer acts in good faith, based on a reasonable, honest, and fair assessment of the employee's suitability
The Employment Standards Act (ESA)
- Establishes the minimum statutory employment standards for unionized and non-unionized employees in Ontario
- Covers payment of wages and minimum wage, hours of work and break periods, overtime pay, public statutory holidays, vacation pay, and leaves of absence, and termination and severance of employment
- Does not apply to employers and employees governed by the Canada Labour Code (CLC)
Ontario Human Rights Code (OHRC)
- Expressly prohibits employment-related discrimination and harassment on the basis of race, ancestry, place of origin, color, ethnic origin, citizenship, sexual orientation, gender identity, gender expression, etc.
- Employers have a duty to take reasonable steps to investigate and address allegations of workplace discrimination or harassment
- The employee alleging the human rights violation has the initial burden of establishing a prima facie case of discrimination
Termination of the Employment Relationship
- An employer can terminate the employment relationship without notice for serious misconduct, breach of duty, or incompetence
- Must provide reasonable notice or termination pay, which is determined by factors such as the character of employment, length of service, age, and availability of similar employment
- Constructive dismissal occurs when an employer unilaterally makes a fundamental change to the employment contract, and the employee may claim damages in lieu of notice
Employee Remedies
- Common law - wrongful dismissal, where the employee has a civil right of action against the employer for wrongful dismissal
- Canadian Labour Code - unjust dismissal, where non-union employees in non-management positions can file a complaint with the Minister of Labour
- Employment Standards Act, s.96 - employees can file a complaint with the Ministry of Labour if they believe their employer has contravened or is contravening the ESA
Union Certification Process
- Certification application by the Union, where the Union must demonstrate that it has the support of more than 40% of employees in the proposed bargaining unit
- Response by the employer, where the employer must file a response, including a list of all employees in the proposed bargaining unit, and its position on various legal issues
- Representation vote, where the Union must obtain the support of more than 50% of employees in the proposed bargaining unit
Labour Law
- When a Union can make a Certification Application, which is when the Union proposes an "appropriate bargaining unit" and has the support of more than 40% of employees in the unit
- "1 year bar" on unsuccessful Certification Applications
Collective Bargaining
- Once certified, a Union has exclusive bargaining rights for the employee unit, and the OLRA places an obligation on the Union and the employer to meet and bargain in good faith
- The Union and the employer must bargain collectively, and a Collective Agreement (CA) is negotiated, which includes wages, benefits, and working conditions
Collective Agreement
- A CA must provide for final and binding settlement by arbitration, without work stoppage, of all differences between the parties arising from the interpretation, application, administration, and alleged violation of the CA
- An arbitrator has the authority to determine its own processes, and is also empowered to interpret human rights and other employment-related statutes
Unfair Labour Practices
- The OLRA prohibits any Union, employer, or person acting on their behalf from discriminating against an employee on the basis of their support for a Union, or that the employee exercised a right under the OLRA
- If an allegation of an unfair labour practice is made, the OLRB will hold a hearing to determine the matter
- The OLRB has broad remedial powers, including declaration of a breach, rescission of any discipline unlawfully issued, and reinstatement### Labour Relations
- If bargaining comes to an impasse, either party may apply to the Minister of Labour to appoint a Conciliation Officer to assist in reaching a Collective Agreement (s.18)
- If the Conciliation Officer is unsuccessful, the Minister may appoint a Board of Conciliation or issue a "No Board Report"
- A Union may lawfully strike or an employer may lawfully lockout at 12:01 am on the 17th day from the issuance of a "No Board Report"
Business Immigration
- Immigration issues with respect to hiring foreign workers, transferring employees within a company from one country to another, and facilitating entry of foreign nationals for business purposes
- Application procedures and eligibility criteria for various entry and immigration programs are constantly changing
- Lawyers advising must understand which laws, regulations, and Ministerial instructions are applicable to the issue at hand, and which governmental departments are engaged
Temporary Foreign Workers
- IRPR s.186 sets out when a foreign national may work in Canada without a work permit
- Work permit exemption for "business visitors" may be useful in bringing foreign nationals to Canada for a period < 6 months
- Foreign nationals from countries that are NOT exempt from obtaining a temporary visa must still apply for and obtain a temporary resident visa prior to entering Canada as a "business visitor"
- If a business client requires the services of a foreign national for a period > 6 months, they will need to obtain a work permit in order to work in Canada
Obtaining a Work Permit
- In order to obtain authorization to hire foreign nationals to work in Canada for a period > 6 months, an employer business must:
- Apply for a Labour Market Impact Assessment (LMIA) from Service Canada
- Provide detailed information regarding the position being offered (i.e. duties, salary, benefits, hours, duration, etc.)
- Provide proof of efforts to recruit Canadians or permanent residents
- Employers must submit a new LMIA application to Service Canada if it substantially changes the job duties, salary, or location of employment
Exemptions to the LMIA Requirement
- Exemptions to the LMIA requirement include:
- Foreign workers covered under international agreements, including:
- Professionals listed in NAFTA Appendix 1603.D.1, employed 1+ years in a managerial or specialized-knowledge capacity
- Traders and investors
- Foreign workers covered under international agreements, including:
Permanent Foreign Workers
- In order to obtain permanent residence under the "economic class" stream, the foreign worker must demonstrate that they will be able to become economically established in Canada (IRPA s.12(2))
- Part 6 of the IRPR sets out the criteria for the permanent residence "economic classes", including:
- Foreign Skilled Workers Program (IRPR s.75)
- Provincial Nominee Program (PNP) (IRPR s.87)
- Canadian Experience Class (IRPR s.87.1)
IRPA Admissibility Issues
- In addition to meeting all the qualifications for the economic class and/or program they are applying under, foreign nationals applying for temporary or permanent residence applications must ALSO demonstrate that they meet all of Canada's admissibility requirements
- Admissibility issues include:
- Medical (IRPA s.38)
- Criminal (IRPA ss.36-37)
- Misrepresentation (IRPA s.40)
- Non-compliance (IRPA s.41)
Corporations
- A corporation is a separate legal entity from its owners (i.e. shareholders), and the rights and liabilities of the corporation are separate from those of shareholders
- Corporations can own property, carry on business, incur liabilities, and possess rights (i.e. enter into contracts, sue and be sued) in its own name
- Corporate dissolution may only occur where:
- The requisite number of shareholders resolve that it should
- A court orders that the corporation be dissolved
- It is deemed to be inactive pursuant to a statute or has breached certain provisions
Studying That Suits You
Use AI to generate personalized quizzes and flashcards to suit your learning preferences.
Description
This quiz covers various aspects of business law, including corporations, incorporation, directors and officers, shareholders, and financing.
