Corporate

Incorporation · Governance · Corporate Maintenance

Corporate law built with the exit in mind

Barbarian Law® is a corporate law firm in Aurora, Ontario, handling Ontario and federal incorporations, professional corporations, holding companies, shareholder agreements, minute book maintenance, and corporate filings for businesses across the Greater Toronto Area — billed hourly at $350 against a written estimate, with no retainer paid up front.

Your corporation is the legal foundation everything else sits on — contracts, financing, real estate, and eventually the sale of the business. At Barbarian Law®, every corporate file is handled personally by the founder, a member of the Law Society of Ontario, with a written fee estimate before any work begins and an invoice after the work is done. No deposit, no evergreen retainer.

We are a boutique transactional firm serving over 1,000 clients to date. The lawyer who incorporates your company is the same one who drafts your shareholder agreement, maintains your minute book, and — when the day comes — handles the sale of your business. Nothing falls between two law firms, and nothing is learned about your company twice at your expense.

Barbarian Law® · 14981 Yonge Street, Aurora, ON · (647) 290-3565 · Serving the GTA and beyond

Incorporation

Incorporating is more than filing articles. The share structure, director arrangements, and initial resolutions set on day one determine how easily you can bring in partners, raise money, split income, and sell later — including whether an eventual share sale can be structured to use exit-tax planning like the Lifetime Capital Gains Exemption. It’s set up properly the first time, with the end in mind.

New business

Ontario incorporation

Articles of Incorporation, a share structure suited to your ownership and tax plans, initial director and shareholder resolutions, by-laws, and a complete minute book. You leave with a corporation that is actually organized — not just registered.

National scope

Federal incorporation

For businesses operating across provinces or wanting national name protection. Advice on whether federal or Ontario incorporation fits your situation comes before anything is filed — the right answer depends on where and how you plan to operate.

Professionals

Professional corporation

Incorporation for regulated professionals, structured to comply with the rules of your governing body alongside the standard corporate requirements.

Structure

Holding companies & reorganizations

Holding corporations for investments and real estate, operating/holdco structures that separate assets from operating risk, and reorganizations when the structure you have no longer fits the business you’ve built.

Shareholder agreements & governance

The time to decide what happens when partners disagree, someone wants out, or someone passes away is before any of it happens. A well-drafted shareholder agreement is the cheapest dispute you will never have.

Equal partners

50-50 unanimous shareholder agreement

Equal partnerships deadlock — it is a matter of when, not if. USAs drafted here include deadlock-breaking mechanisms, shotgun clauses, valuation methods, and exit terms decided while everyone is still on good terms.

Any structure

Shareholder agreements

Rights and obligations between shareholders of any structure: transfer restrictions, rights of first refusal, drag-along and tag-along provisions, death and disability provisions, and dividend policy — drafted clause by clause around your ownership, never from a template.

Ownership changes

Share transactions

Issuing new shares, transferring shares between holders, corporate rollovers, and estate-driven reorganizations — documented properly, with resolutions and registers updated so your minute book matches reality. Buying or selling a whole business? See business purchase & sale.

Corporate maintenance

Lenders, buyers, and the CRA all eventually ask for your minute book. An out-of-date one delays financings, complicates sales, and quietly discounts the price a buyer will pay. Clean records are an asset in due diligence — corporate records here are kept current, or rebuilt when they’ve been neglected.

Annual

Minute book creation & updates

Annual resolutions, registers, and ledgers maintained year over year — or a full minute book reconstruction if yours is missing or incomplete. Buyers and lenders will ask; the answer should be ready.

Structural changes

Articles of amendment

Name changes, share class changes, restrictions, and other amendments to your articles — drafted, resolved, and filed correctly.

Filings

Notices of change & filings

Director and registered-office changes, initial returns, and the corporate filings Ontario requires. Small filings, but the kind that cause outsized problems when missed.

Standing counsel

Fractional general counsel

For businesses with recurring legal needs: standing counsel on a specific monthly retainer — contract review, governance, and transactional support from the lawyer who already knows your corporate records. Offered to a limited roster. How the general counsel engagement works.

We structure. We don’t litigate. Barbarian Law® is a transactional firm — deliberately, because most shareholder disputes are cheaper to prevent on paper than to fight in court. If a dispute does turn contested, Karim acts as your corporate counsel: selecting, briefing, and managing litigation counsel, supplying the corporate record the file requires, and reviewing their bills — which is exactly when a clean minute book pays for itself.

Specific retainers. Never evergreen.

Most firms want a deposit into trust before opening a file, topped up indefinitely. Barbarian Law® runs specific retainers: a defined scope and a written fee estimate before work begins, and an invoice after the work is delivered. Fees are published — you’ll know the cost before you commit, not after, and your working capital stays in your business.

Frequently asked questions

Do I have to pay anything up front?

No. Barbarian Law® runs specific retainers, not evergreen retainers: a written fee estimate before the engagement starts, and an invoice after the work is delivered. No deposit into trust, no top-ups — that arrangement runs on trust in both directions, and it’s part of why the firm takes a limited number of matters at a time.

Should I incorporate federally or in Ontario?

It depends on where you operate and whether national name protection matters to you. Ontario incorporation is simpler and cheaper to maintain for a business operating in one province; federal incorporation protects your name Canada-wide but adds extra-provincial registration requirements. Advice on the right fit comes before anything is filed.

Do I really need a shareholder agreement with my business partner?

If there is more than one shareholder — yes, and especially in a 50-50 split. Without one, Ontario’s default corporate law rules govern disputes, exits, death, and disability, and those defaults rarely match what partners would have chosen for themselves. The agreement is drafted once; the disputes it prevents are permanent.

What is a minute book and why does it matter?

It is the corporation’s official record: articles, by-laws, resolutions, and registers of directors, shareholders, and share transfers. Lenders require it for financing, buyers require it in due diligence, and the CRA can ask for it in an audit. An incomplete minute book can delay, discount, or derail a sale — minute books here are created, updated, and reconstructed.

I incorporated online myself. Can you fix the paperwork?

Yes — this is common. Online incorporations typically create the corporation but not the organization: no by-laws, no initial resolutions, no share issuances, no minute book. The post-incorporation organization is completed here so the company’s records match its reality.

Can you handle the corporate side of my real estate or business deal?

Yes — that is the point of a transactional firm. Rollovers of property into a corporation, share sales, and financing all connect to the real estate and business purchase & sale practices, handled under one roof by one lawyer.

Your lawyer

Karim Eshqoor · BBA · LLB · LLM · Called to the Ontario Bar, June 2021

Karim is the founder of Barbarian Law® and handles every corporate file personally — the consultation, the drafting, and the closing. His practice spans incorporations, governance, real estate, commercial contracts, business purchase and sale, and wills and estates — the areas that intersect constantly in an owner-operated business. Learn more about the firm.

Also at Barbarian Law®: real estate closings, commercial contracts, buying & selling a business, fractional general counsel, wills & estate planning, sports & hospitality, and notary services. Referral partner? Let’s talk.