Corporate & CommercialLawyer referralShareholders and partners

Voting trust or voting agreement

An agreement under which shareholders pool or assign their votes to control how shares are voted.

Timing depends on the deal, the other parties and any government approvals; the lawyer confirms the steps in writing before work starts. Ontario Done by an Ontario lawyer, by referral

What is included

  • Discusses each owner's role, contributions and expectations
  • Drafts or reviews shareholders', partnership or founders' agreements
  • Prepares share issuances, transfers and redemptions with the supporting resolutions
  • Sets out rules for decisions, deadlocks, exits and buy-outs
  • Helps owners negotiate an exit when the relationship ends

What is not included

  • Government filing, search and registration fees and other disbursements
  • Tax, accounting or valuation advice, unless the lawyer agrees to provide it
  • Disputes or litigation that arise later
  • Work by NEO Legal Services: NEO is a paralegal firm and only makes the referral

Who this service is for

  • Co-founders and co-owners of a business
  • Partners in a firm or partnership
  • Shareholders adding, buying out or replacing an owner

Information to have ready

  1. 1Names and ownership percentages of each owner
  2. 2Current articles, by-laws and minute book
  3. 3Any existing agreement between the owners
  4. 4What each owner has contributed or is expected to contribute

How a referral works

  1. 1Tell us in a few words what the matter is about, and who else is involved, so we can check for a conflict of interest.
  2. 2We recommend an Ontario lawyer for your matter, and at least one other you could choose instead.
  3. 3The lawyer runs their own conflict check, confirms the scope and quotes the fee, normally in a written retainer agreement.
  4. 4You pay the lawyer's fee to the lawyer. Any referral fee comes out of it, is disclosed to you in writing, and never increases what you pay.

NEO Legal Services Professional Corporation is a licensed paralegal firm, not a law firm. Every step of a referral, and your rights

Frequently asked questions

What does the lawyer charge?

A typical Ontario fee for this service is $2,000–$6,000, plus HST. The lawyer quotes the actual fee before any work starts. You pay the lawyer directly; the referral itself costs you nothing.

Should I involve my accountant?

Often, yes. Many corporate steps, such as share structures, reorganizations and business sales, have tax effects, and the lawyer may work with your accountant on them.

Can one lawyer act for both sides of a deal?

Usually not when the parties' interests differ. Each party to a business sale, shareholders' agreement or major contract usually has a separate lawyer.

What is a minute book and why does it matter?

It is the corporation's record of its articles, by-laws, resolutions and registers. Buyers, lenders and the Canada Revenue Agency may ask to see it, so keeping it up to date avoids delays later.

General information only, not legal advice. NEO Legal Services Professional Corporation is a licensed paralegal firm regulated by the Law Society of Ontario.

Important limitations

  • No particular commercial result can be guaranteed
  • Government approvals and third-party consents are outside the lawyer's control
  • The work is limited to the scope the lawyer confirms in writing
Law Society of Ontario — Barreau de l'Ontario
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