So I never realized that talking about my experiences with paid vs. organic search would be such a hit.  Since there seems to be a lot of demand for this kind of stuff, I thought I’d talk about 5 tips and tricks that I use (among many, many others) to help people find my website.  FYI, if you’re a lawyer or law firm and you’re looking for some consulting advice, drop me a line.  So without further adieu, here are my 5 tips to help your website rank higher in search engines:

1. Write regularly
When I first got a quote from an SEO company (a few years back) about helping me to reach page 1 on Google for my keywords, I was told that I would need to product 15 new articles every month.  5 new blogs posts.  5 pdf documents.  And 5 word documents.  Today, looking back, I realize that if I had hired that company, I wouldn’t be anywhere near where I am today in search engine rankings.  Why?  Because you need to empty your brain on your blog as frequently as possible.  Why?  Because if you don’t do it, someone else will.  Try aiming for 5 new posts, articles, etc. every WEEK. That may sound like a lot, but you’ll soon get used to writing quickly about topics that interest you.  Your writing skills and your writing VOICE will improve.

2. Write Well
Writing a lot isn’t the solution if you’re not writing unique and interesting stuff.  Near the beginning of my SEO days, I hired an article writing company.  I paid them about $9 per 500 word article.  I just wanted to try them out.  They could save me a lot of money in the long run if I wasn’t sitting in front of my computer writing all this stuff.  I told them to give me a blog about Canadian criminal law.  I told them the topics I wanted covered and some examples from various websites.  What I got back – 2 days later – was a piece of crap.  It’s like they paraphrased what was already written on the web.  The writing style was that of a 17 year old.  I couldn’t possibly use it.  And that was the end of that experiment.  Another SEO company gave me a quote and wanted to write legal-related stuff for $100 per article.  I figured that they would outsource it and pay $9 and keep $91 for themselves.  What would I get in return?  Likely: crap.  Why?  Because no one can write about legal stuff unless they know it.  You can’t pretend.  You either know it or you don’t.  You either have the skills and knowledge and know-how or you don’t.  You either went to university and became a lawyer and articled or you didn’t.  Don’t try to pretend to be a lawyer: you can’t find yourself in hot water when things go wrong.  So, at the end of the day, the only good quality content which I put on the web comes from me, an Ontario lawyer who thinks he knows what he’s talking about.

3.  Write With Your Audience In Mind
Look, you can’t just write whatever you want.  You need a purpose.   A strategy, if you will. Your purpose may be: I need to get prospective clients to find me on the internet.   Or your purpose may be: I need to show my existing clients that I have a web presence.  Or your purpose may be: I need to do something fun and show the world a little bit more about me by talking about humerous or interesting things in the news.   Whatever your purpose is, just be clear about it from the get go.  Trying to do too much with your writing can confuse the end-user.  Make it simple, and constantly hammer the same message.

4.  Organize What You Write
Yes, you need to write for your audience, but you also need to write with search engines in mind.  Search engines like Google, Yahoo, Ask, Bing, etc. look for certain things to help them decide how to rank your content.  Is your content original?  Is it regularly updated?  Are you targeting certain keywords in your text?  Are the keywords in your URL and headings? Are your image files named with your keywords?  Are you using a low keyword density?  You need to think about these things, but don’t overdo it!  Search engines know when you’re trying to trick them and will punish you (by sending your website to the sandbox – i.e. making it hidden – for months at a time).  If you think about your audience and understand a bit about SEO, then you’ll be fine.  Just don’t try to trick anyone or your website will suffer.

5. Write Interesting Stuff
If you’re passionate about what you write, then it will show.  If you’re just talking about boring legalese which only other lawyers and judges will read, what’s the point (unless that’s your target audience)?   If you love what you’re talking about and have strong views about it, then it will show.  People love to read examples.  They want to see a little bit of theory and a lot of application.  So entertain them, if you can.  I realize that the law can be a bit (or very) dry sometimes, so try to jazz it up.  A lot of lawyers are afraid about what to write, so I generally ask them: what interests you?  You can only write about “Toronto personal injury lawyers” so many times before no one cares.  But if you talk about crazy cases you were involved in or read about, then that’s a good start.  If you talk about solutions to people’s problems, then that’s good too.  If you talk about your personal experiences, it shows your audience that you’re human too.  So what are you waiting for?  Try it out!

These 5 tips will help increase your traffic: you’ll develop better writing skills, more interest in your writing from your target audience, and higher rankings from search engines and other websites that want to link back to your website.  Best of luck and if you need any help, give me a shout!

written by admin \\ tags: blog, law firm, law firm search engine optimization, law firm seo, lawyers blog, search engine optimization

Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only.  If you need legal advice with respect to drafting, reviewing, interpreting or resolving disputes concerning partnership and limited partnership agreements, you should seek professional assistance (e.g. make a post on Dynamic Lawyers).  We have Toronto, Ottawa, Hamilton, Mississauga, Brampton, and other Ontario business lawyers registered on the website who can answer your questions or help you with your partnership and limited partnership agreements.  I should know – I’m one of them and you can contact me directly.

As a follow up to a previous blog I wrote about limited partners losing their limited liability status, in this blog, I’ll be discussing this matter in more detail.  So we start off with the idea that, in Ontario, a general partnership does not confer limited liability status on the partners.  That means they will be personally liable for the debts and obligations of the partnership.  Now, if that general partnership register as a limited partnership and complies with the Limited Partnerships Act, then the limited partners’ liability will be limited while the general partners’ liability will be unlimited.  There is an exception to this rule, however: if a limited partners “takes part in the control of the business” of the limited partnership, then they shall be fixed with the same UNLIMITED LIABILITY as a general partner: s. 13(1).  Keep in mind that a limited partner, simply by exercising their other rights and powers granted to them under the Act (as discussed in my previous blog post), will not assume the liability of a general partner.  Such liability only attaches to them exercising control beyond the scope of what they are allowed to under the Act.

So, given this, the question comes up: what if the general partner of the limited partnership is a corporation and the director or officer of the corporation is the limited partner?   So, in this example, the limited partner is an individual (e.g. John Doe) and is also the director or officer (e.g. President) of the general partner.  If the individual acts on behalf of the general partner, will he or she have personal UNLIMITED LIABILITY for the limited partnership?

This is a tricky situation.  The limited partner is essentially trying to go around the rules of the Limited Partnerships Act by being a controlling the general partner.  Now since the general partner is a corporation, and because corporations are assumed to be separate legal entities, the limited partner would think that he or she is personally NOT the general partner and therefore not subject to unlimited personal liability…that’s the idea, at least…  Well, lets see what the courts have said, shall we?

In Laplante v. R., [1995] 1 C.T.C. 2647, the Federal Tax Court of Canada had to deal with an interesting situation that arose in the context of tax law.  A taxpayer claimed certain losses arising from a partnership.  The partnership had incurred certain losses and the taxpayer wanted to take advantage of those losses.  The Minister of National Revenue, however, claimed that the partnership was actually a limited partnership (not general partnership).  As such, the Minister argued that certain tax-rules (known as ‘at risk’ rules – which I’ve previously blogged about) limited the amount of losses which that taxpayer could deduct.  So the issue for court to decide was whether the taxpayer was a general partner or limited partner during the relevant time period (i.e. when the partnership incurred the losses)?  Ultimately, the Court agreed with the tax payer: he was not a limited partner for 2 reasons.  First, a general partnership existed but had not been registered with the government (recall: to have a limited partnership, you must file a declaration with the provincial government).  Since a limited partnership is not recognized at common law, and because nothing had been filed during the relevant years, there was no limited partnership.

The second reason the taxpayer was not a limited partner was because he had taken part in the control of the business (which would make a limited partner have unlimited liability like a general partner).  Specifically, the taxpayer had been a director and officer of the general partner,had authority to effect banking transactions, and had rendered personal services as a sole proprietor in respect of the partnership.  The tax court cited Zivot as authority for this proposition and concluded:

23          The evidence in this case indicated the appellant was the principal if not the sole person in control of the operation. This is also indicated in the partial agreed statement of facts, supra, even to the extent that the appellant was operating as a sole proprietor. Surely this is indicative of control.

So based on these two reasons, the Court allowed the taxpayer’s appeal and sent the matter back to the Minister of National Revenue for reconsideration as to the taxpayer’s tax liability (in light of the fact that he was NOT a limited partner).

So what’s the moral of this story?  Well, this is another example – in addition to Zivot – that shows that a limited partner who is a director or officer of a general partner may have unlimited liability because they take part in controlling the business of the limited partnership.

So what about contracting out of this position?  In other words, could a limited partner use contracts to have control over the business of the limited partnership but still maintain limited liability?  A 1992 British Columbia Court of Appeal case  offered limited support for the idea that a party could do so: Nordile Holdings Ltd. v. Breckenridge (1992), 66 B.C.L.R. (2d) 183 (B.C. C.A.).  But the better view is that it is unsettled law.  That’s what the Saskatchewan Court of Queen’s Bench said in Stillwater Forest Inc. v. Clearwater Forest Products Ltd. Partnership 2000 SKQB 110:

Loss of Limited Liability by SGGF

7          The plaintiffs allege that SGGF took part in the control of the business of the Limited Partnership and that pursuant to s. 64 of the Act it is therefore liable for the debts and obligations of the Limited Partnership. Section 64 states:

8          On the nonsuit, SGGF argues that even if the plaintiffs are successful in establishing a factual basis for a claim under s. 64 of the Act (which, of course, it does not accept), any potential liability of SGGF is completely answered by the contractual provisions of the agreements. According to SGGF, the parties contracted out of any liability that might arise under s. 64 of the Act. It argues that the specific contractual terms of each of the agreements unequivocally preclude it from having any liability for the general partner’s or the Limited Partnership’s obligations thereunder and it therefore submits that the claim against SGGF in relation to such liability should be dismissed.

9          There are no Saskatchewan cases interpreting s. 64 of the Act and only two Canadian cases that deal with similar statutory provisions in other provinces: Haughton Graphic (Graphics) Ltd. v. Zivot (1986), 33 B.L.R. 125 (Ont. H.C.) and Nordile Holdings Ltd. v. Breckenridge (1992), 66 B.C.L.R. (2d) 183 (B.C. C.A.). As to its argument based on contract, SGGF relies on the chamber judge’s decision in Nordile which supports its position that a party may contract out of liability that would otherwise arise under limited partnership legislation. It is noted however, that although the Court of Appeal upheld the chamber judge’s conclusion in Nordile, the appeal court found it unnecessary to deal with the contract issue. There is therefore very limited authority to the effect that a limited partner may contract out of the statutory consequences of participating in the control of a limited partnership’s business.

10          I am satisfied that the plaintiffs have led sufficient evidence which, if uncontradicted, could reasonably support a finding that SGGF participated in the control of the Limited Partnership. As the contractual argument that SGGF relies on is far from being well settled law; and, given the paucity of case law interpreting s. 64 of the Act generally or more particularly, its effect, if any, on contractual provisions acknowledging limited liability, I am not prepared at this early stage of the proceedings to preclude the plaintiffs from pursuing this aspect of their claim. The nonsuit will therefore not be granted with respect to the plaintiffs’ claim that pursuant to s. 64 of the Act, SGGF is liable as a general partner of Clearwater.

So because the idea of whether you can contract out of the clear language of the Ontario Limited Partnerships Act has not been resolved, it is best to comply with the act and not try to get around it through contracts.  It’s unsettled law and you could find yourself in hot water!

written by admin \\ tags: blog, brampton, business lawyers, cor, debts, educational purposes, general partner, general partners, legal advice, limited liability, limited partners, limited partnership agreements, limited partnerships, mississauga, ontario business, ottawa, professional assistance, scope, toronto, unlimited liability

Record Suspensions in Canada – what are they all about?

Remember: if you are looking for a pardon or record suspension, try a Canadian Pardon | Record Suspension Service.

In this blog, I’ll be talking about Bill C-23′s impact on getting a “pardon” (which may be called a “record suspension” if the proposed law changes).  So we start off with the basics…What is a pardon?  Well, if you have a criminal record, have finished your sentence, and have waited the requisite time, you may be able to hide your criminal record from the prying and (somewhat discriminatory) eyes of the police, potential employers, U.S. border patrol services, Canadian immigration officials, the courts, volunteer organizations, and anyone else.  You see, having a criminal record makes you ineligible or less attractive for certain things – like crossing the U.S. border or getting a job or adopting a child. So hiding your criminal record is a way to be on par with everyone else.

Who deserves to have a pardon or record suspension?
Only those persons with criminal records who have completed their sentence, have been of good conduct, and have generally been rehabilitated after a set period of time are able to apply for a pardon or record suspension.  The government is proposing to increase the length of time someone would have to wait before they can be eligible to receive a record suspension, but I don’t necessarily agree that this would be a good thing.  Making people (everyday folk who want to get on with their lives and who have already paid their debt back to society) wait a number of years before they can go with family and friends on vacation to the U.S. or get a job may not make the most sense – particularly if the crime they committed was relatively minor.  We, as society, and they (as productive members of our society) want to move on with their lives.  Indeed, that’s what our Charter or Rights and Freedoms says: once you’re convicted and found guilty of a crime and punished, you’re not to be punished again for the same crime.  But people with criminal records are punished on a routine basis by the stigma of having a criminal record.  Some deserve that stigma (because of the heinous crimes they’ve done), but others do not.  It’s the latter that we as a society are concerned about.

So what will a pardon or record suspension do?
I’ve previously explained that criminal records supported by fingerprint information are held in the RCMP’s Identification data bank in Ottawa.  So if you have a pardon or record suspension, then your criminal record will still exist, but it will be kept separate and apart from other criminal records.  Unless the Minister of Public Safety determines otherwise (or unless your pardon ceases to have effect or is revoked), your criminal record will remain hidden from the prying eyes of potential employers, the police, court, government agencies, U.S. border patrol services, etc.

written by admin \\ tags: bill c, blog, canada pardons, canadian pardon, criminal records, getting a pardon, record suspension, record suspension canada, suspensions

If you’re looking for a great legal forum, then you should check out Advice Scene – a new place where people can post their legal questions and lawyers (and even law students, paralegals, and judges) can register and respond.  BEST OF ALL: it’s FREE for the user and allows responding parties to showcase their knowledge in a particular legal area.  The information provided on Advice Scene is not legal advice, but rather legal information.  The website is a great resource for other things as well, including a lawyer directory, free legal forms, Canadian legal links, the Thin Skull Blog, and a unique morality meter (which asks questions and allows people to rate their answers).  It’s all great because it promotes access to justice…

written by admin \\ tags: blog, cool website, free legal forms, law students, lawyer directory, lawyers, legal advice, legal forum, legal information, legal questions, paralegals, place where people, showcase

Please keep in mind that this is not legal advice.  The information provided herein is for educational purposes only. If you would like to get in touch with a lawyer to help you draft, interpret, negotiate or resolve a dispute about a joint venture, then you are encouraged to seek a professional (e.g. make a post on Dynamic Lawyers).  We have Toronto and Ottawa lawyers who can assist you in this regard (I would know, I’m one of them!).

So this blog will deal with the basics of a joint venture agreement or contract.  In other blogs, I’ll get down to the nitty gritty.

Definition
Plaint and simple, a joint venture is a contract between two or more parties to share resources, knowledge, skills, etc. towards a common objective.

Parties
As usual in these types of agreements, the parties are identified at the get-go (make sure this is done properly or else your contract won’t be worth the paper it’s written on!).

Recitals
This is the background story you want to tell that leads up to the formation of the joint venture.  It could go something like: Party X does Y and has Z.  Party A does B and has C.  The two would now like to join forces to make even more $$$.  So they’re agreeing to have a joint venture in accordance with the terms and conditions set out in the joint venture agreement or contract…

Definitions
It’s a good idea to set out the definitions you’re going to be relying upon near the top of the joint venture agreement (for ease of reference and good organization).  You could include definitions here about “Confidential Information” (assuming there will be confidential information passed between the parties as a result of the joint venture), what constitutes “Force Majeure” (e.g. act of God that relieves a party of liability under the agreement in certain circumstances), etc.

Business Structure
The joint venture agreement or contract will generally state how the joint venture is structured.  Is it simply two separate entities acting in concert through the joint venture agreement or contract?  Will there be a new corporation formed?  Will there be a partnership formed?  Will that partnership be a general or limited liability partnership?  For more discussion about the general forms of business one can structure in Ontario, check out this free information about business structures we’ve been accumulating.

Nature of the Relationship
So will the joint venturers be partners (capable of binding each other), corporate shareholders, or simply joint venturers (i.e. their rights and obligations are limited to the terms of the joint venture agreement or contract).

Term and Termination
How long will the joint venture last for and what events give rise to its premature termination?  Will the parties simply be able to give each other notice?  Will the joint venture dissolve by operation of law, by one party filing for bankruptcy, by one party attempting to illegally assign their interest in the joint venture to a third party, etc.?  Again, you should consult with a lawyer to find out what kinds of things typically go in this section.  Also important is what to do in the even of default.  Does one of the joint venturers become liable to pay the other if they are at fault?  Who determines fault and according to what test (e.g. sole and absolute discretion)?  There’s a lot to think about here…

Joint Venture Assets and Benefits
How will these things be deal with?  Will there be a percentage of ownership?  Will the benefits be based on revenues or profits?  Can these interests be assigned?

Operations
How will the joint venture be operated on a day-to-day basis?  Will the joint venture committee have the power to enter contracts on behalf of the joint venture?  Perhaps the joint venture committee will create a new corporation to take on a certain responsibilities and simply own equally the shares of the new corporation.  That new corporation would operate as a separate business, but its shareholders would be the joint venturers (who would elect the directors, who in turn would appoint the day-to-day officers).  This would be a good place to put reporting and record-keeping requirements too.

Joint Venture Responsibilities
Here, we get to the nitty gritty of who will be responsible for what in the joint venture. Separate paragraphs will be needed for each of the parties.

Joint Venture Management
Will there be a committee?  Will representatives from each of the parties be on the commitee?  Will there be a chairperson?  How will meetings be managed, votes and decision made?  Will there be direction from owners and delegation to the committee?  In my opinion, and as I’ve previously blogged about, businesses should be run as dictatorships with consultants, not as democracies (too many voices means things won’t get done).  

Representations and Warranties
What kinds of true, fair, and complete statements must the parties make to induce the other parties to enter the agreement?  The parties want to know that their joint venturer partners have the authorization and operational wherewithall to do what it is they are about to do.  If these representations and warranties no longer hold true, then what’s the consequence?  Notice?  Termination?  This should be spelled out here…

Liability and Indemnification
Will the joint venturers try to limit their liability from each other in connection with the joint venture?  Will they indemnify each other for their own wrongdoing – whether in contract, tort, negligence, misconduct, breach of statute or otherwise?

General Terms and Conditions
This section of the Joint Venture Agreement will deal with things like (which I’ve previously touched on in teh context of an independent contractor agreement):

• Notices
• Entire Agreement
• Governing Law
• Interpretation
• Assignment
• Waiver
• Cumulative Remedies
• Counterparts
• Enurement
• Entire Agreement
• Time of Essence
• Independent Legal Advice
• Force Majeure
• Severability
• Survival
• Currency

written by admin \\ tags: agreement, assets, bankruptcies, bankruptcy, blog, breach, business, circumstances, confidentiality, contracts, corporation, indemnification, lawyer, lawyers, liabilities, negligence, negotiating, Negotiations, partnership, percentages, relationships, separation, shareholder, shareholders, shareholdings, toronto

So you want to integrate your blog with twitter?  In other words, you want your new blog posts to show up on twitter and your new tweets to show up somewhere on your blog?  Easy stuff.  Here’s what to do.  First, you need both a blog and a twitter account.  Then, you simply need to go here to grab the code to integrate into your blog.  If you’re using WordPress, you can simply create a new text widget on your blog and insert that code.  You also need to install a plugin (I user Tweetly Updater) on your blog, which automatically updates your twitter and blog whenever you do either.  For example, if you write a blog post, your twitter account will automatically be updated with the first line will appear with a url at the end which takes someone to your blog post.  That tweet will also appear in your twitter box on your blog.  If you decide to tweet (e.g. using twitterberry as I do), then your tweet will also show up on your twitter box on your blog.   To finally integrate everything, you’ll need to go into your WordPress settings and configure your Twitter account (username, password).  I personally remove the setting that includes text (e.g. I just made a new blog post: [title]) at the beginning of every tweet because it takes up too much room.  That’s it!  Happy blogging and tweeting!

written by admin \\ tags: blog, tweetly updater, twitter

Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only.  If you need legal advice with respect to child support or determining child support payments, you should seek professional assistance (e.g. make a post on Dynamic Lawyers).  We have Toronto and Ottawa family law lawyers registered on Dynamic Lawyers who can offer information, advice, and assistance with respect to your child support matters.

As a follow up to my recent child support calculator blog (which dealt with Ontario and federal child support), I thought I’d discuss calculating child support in British Columbia.  Interestingly, the province of British Columbia has adopted the Federal Child Support Guidelines to determine child support obligations in that province.  It says so here: s. 1(2) of the B.C. Child Support Guidelines Regulation made under the Family Relations Act.   So here it is:

• British Columbia – this is a calculator provided by the British Columbia Family Maintenance Enforcement Program.  Please keep in mind that this websites may not be up-to-date and that you are always cautioned to consult with a family law lawyer who is apprised of the present law in British Columbia.

The key thing to keep in mind is trying to figure out what your income would be for the purposes of determining child support.  It’s not as easy or straightforward as one might think.  There are a number of steps that begin with looking at your last income tax return and making adjustments according to the Federal Child Support Guidelines.

The Federal Child Support Guidelines are regulations made under the Canada Divorce Act. The latter applies when parents are married and are now divorcing or formerly married and making a claim for child support.  If the parents are not divorcing or were not married at all, then child support would have to be calculated by the provincial jurisdiction’s relevant family law legislation.

In Ontario, for example, child support is determined according to the Family Law Act and the Ontario Child Support Guidelines.  The latter also has a table (as does the Federal Child Support Guidelines) that allows users to pinpoint what their child support obligations would be based on their income.

Again, it is encouraged to consult with a family law lawyer (e.g. by making a post on Dynamic Lawyers) before simply assuming that you know what your income would be under the applicable child support guidelines (and possibly relying on a free child support calculator to your detriment).

written by admin \\ tags: blog, british maintenance enforcement program, child support calculator, child support guidelines, child support obligations, child support payments, divorce act, family, family law lawyer, family law legislation, family maintenance enforcement, federal child support guidelines, law, lawyer, lawyers, maintenance enforcement program, ontario

Please keep in mind that this is not legal advice.  The information provided herein is for educational purposes only.  If you believe you require assistance in deciding which business structure is best for you, then you are encouraged to seek a professional (e.g. make a post on Dynamic Lawyers).

In this blog, I’ll be discussing limited liability partnerships, which can be distinguished from general partnerships (discussed in another blog).

Defined
Ontario’s Partnership Act governs limited liability partnerships. A limited liability partnership is a partnership designated as such (s. 44.1). As of July 1998, amendments to the Partnerships Act permitted professions (such as lawyers) to practice in the form of limited liability partnerships.

Ease of Creation
Ontario’s Business Names Act provides that “[n]o persons associated in partnership shall carry on business or identify themselves to the public unless the firm name of the partnership is registered by all of the partners” (s. 2(3)).

In addition to registering the general partnership’s name in the same manner as a sole proprietorship’s, the partners will generally enter into a partnership agreement to modify the default rules prescribed by the Partnership Act. This partnership agreement will usually outline the relationship of the partners to each other and to third parties.

The partnership agreement will also deal with issues such as “term of the agreement, names of the partners, who owns which of the assets, name of the partnership and who owns the name, capital contributions if any, how profits are to be shared, how the partnership is to be managed, how holidays and illnesses are to be handled, liabilities and disability insurance, admission and withdrawal of partners, how the partnership is to be run and conditions and mechanics for dissolution of the partnership” (source: Wendy E. Oughtred, Going It Alone: A Start Up Guide for the Sole Practitioner, (Aurora, Canada: Canada Law Book Inc., 1995), p. 51).

The partners must also establish standards for fee distribution within the firm, including the means of rewarding lawyers for bringing business to the firm, as well as the lawyers who actually work on cases.

Continuity
Unless the partnership agreement provides otherwise, a limited liability partnership can be dissolved in a number of ways, including:

• At the expiration of the partnership’s term, adventure, or undertaking (if specified) (s. 32(a) and (b) under the Partnership Act);
• By the death or insolvency of any of the partners (s. 33(1) of the Partnership Act);
• By the happening of an event which makes it illegal for the partnership to continue (s. 34 of the Partnership Act); and
• On application by a partner in respect of prescribed circumstances (s. 35 of the Partnership Act).

Liability
Unlike a general partnership – where the partners are liable for debts and liabilities arising from the negligent acts of all partners – the partners in a limited liability partnership are not personally liable for the negligent acts of another partner or an employee who is directly supervised by another partner (s. 10(2) of the Partnership Act). However, the partnership assets continue to be at risk for the negligence of the partners and employees (s. 10(3.1) of the Partnership Act). A limited liability partnership is required to carry insurance coverage for each of its member.

Taxation
Like a general partnership, a limited partnership is a flow-through entity, which means that income earned by the partnership is passed on to the partners without being taxed at the partnership level. “If a partnership earns dividend income, taxable capital gains, or realizes a business loss, these sources would be received as dividend income, taxable capital gains, or business losses in the hands of the partners” (source: Clarence Byrd and Ida Chen, Byrd & Chen’s Canadian Tax Principles, 2006-2007 ed. (Toronto, Canada: Pearson Prentice Hall, 2007), p. 863.). The income, losses, and tax credits of the firm is first determined and then allotted to the individual partners in accordance with their equity interest in the partnership (as per the partnership agreement). The income earned by the individual partners will be fully taxed at their personal income tax rate (source: Clarence Byrd and Ida Chen, Byrd & Chen’s Canadian Tax Principles, 2006-2007 ed. (Toronto, Canada: Pearson Prentice Hall, 2007), p. 862). The fiscal year end of the partnership will be same as the individual partners – namely, December 31st of each year (sources Income Tax Act, R.S.C. 1985, c. 1 (5th Supp.), ss. 96(1) and 249.1(1). See also Clarence Byrd and Ida Chen, Byrd & Chen’s Canadian Tax Principles, 2006-2007 ed. (Toronto, Canada: Pearson Prentice Hall, 2007), p. 862.

written by admin \\ tags: association, associations, best legal structure, blog, business names act, business structure, capital contributions, continuings, dissolution, general legal structure, general partnerships, insolvency, judges, lawyer, lawyers, liabilities, limited liability partnership, limited liability partnerships, losses, money, partnership, partnership act, partnership actadvantages of business structure, partnership agreement, practitioner, Sole Practitioner, sole proprietorship

Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only.  If you need legal advice with respect to complying with anti-spam or privacy legislation,  you should seek professional assistance (e.g. make a post on Dynamic Lawyers).

Canada’s Anti-Spam Laws are found in the proposed Bill S-235, An Act concerning unsolicited commercial electronic messages.  That’s right: I said “proposed”.  It’s not passed into law yet.  In fact, at the time of writing this blog, the Bill had only been introduced into the Senate (first reading) on May 7, 2008 and had been debated at 2nd reading on May 13, 2008.  You can view the status of the Bill here.  So where does that leave us?  Well, private individuals and companies still need to comply with the Personal Information Protection and Electronic Documents Act (PIPEDA for short), which imposes obligations and liabilities with respect to the collection, use, and dissemination of third party personal information without those parties’ knowledge or consent.

So how would Canada’s proposed Anti-Spam Laws work?   The following information is a brief summary of certain provisions based on the current reading of the text of the Bill (remember: it may get changed if and when it becomes law).

Requirements for commercial electronic messages (e.g. an advertisement e-mail):

• They must clearly and accurately identify the sender, contain readily-accessible and accurate heading and routing info, and include info as to how the recipient can contact the person sending the message.
• They must include an accurate subject line.
• They must include a functional unsubscribe facility and a clear statement to the effect that unsubscribing can be done.

Prohibitions in the Bill:

• No person can send a commercial electronic message unless the recipient has consented to receiving the message.
• Implied consent  cannot be inferred from the fact that the recipient’s e-mail address has been published elsewhere or has been generally available to the public.
• A recipient can withdraw their consent.
• It is illegal for someone to offer to supply, supply or use e-mail or address-harvesting software or a harvested-address list.
• No person shall impersonate a trusted source.
• No person shall send out commercial electronic messages that include or constitute false representations (e.g. false representations that the commercial electronic message is being sent by or on behalf of another person, etc.)

With respect to enforcing these and other provisions of the Bill, anyone who sends a commercial electronic message without the recipient’s consent may be convicted of an offence and liable to a find not exceeding $500,000 and for a second and subsequent offence, to a find not exceeding $1.5-million.

There are other specific offences and fines related to requirements, duties, and obligations found in Canada’s proposed Anti-Spam laws.   Interestingly, apart from being prosecuted under this proposed bill and having to pay a fine, an individual or business could be sued in a civil action for breaching the proposed Act.

written by admin \\ tags: advertising, blog, brief summary, briefs, conviction, dissemination, e mail, educational purposes, electronic documents, electronic message, first reading, law, lawyer, lawyers, legal advice, liabilities, offence, personal information protection, privacy legislation, private individuals, professional assistance, prohibitions, prosecution, provisions, publicity, receiving the message, recipient, spam laws, subject line

Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only.   If you need legal advice with respect to drafting or reviewing Articles of Incorporation, you should seek professional assistance (e.g. make a post on Dynamic Lawyers).  We have Toronto business lawyers registered on the website who can answer your questions or help you draft and submit articles of incorporation for Ontario or Federal corporations.

Incorporating a business: a few words should be written about the roles and responsibilities of those involved with and acting on behalf of or for the corporation.

A corporation is created by having the initial directors file articles of incorporation in the jurisdiction in which the corporation is going to have its head office (provincial licenses will also be required to operate the corporation in particularly provinces).

After this, the directors have got a few things to do to get the corporation organized and up and running.  For example, they will need to pass a By-Law (which gives the corporation’s directors power-making authority), pass director resolutions, issue shares to shareholders (and have the shareholders subscribe to shares), have the shareholders ratify the by-law, have the shareholders vote in the new directors, etc.  Without these essential steps and documents, a corporation is not a legally operational entity.

The board of directors is comprised of individuals and typically a chairperson who oversee the affairs of the corporation , but not typically on a day-to-day basis.  The directors are typically paid to sit on the board, but it’s not a lot of money (as compared with the corporate officers) because they don’t meet that often and are not responsible for the day-to-day affairs of the corporation (as officers are).  The board is typically comprised of individuals with expertise in certain areas and who sit on a number of corporate boards.  They offer their insight and are accountable to the shareholders who vote them in.

For their part, shareholders are the owners of the corporation and have the power to vote in the directors of the corporation.  If there is only one sole shareholder holding all of the shares of the corporation then that person could vote in all of the directors.  It is possible to have only one shareholder and one director of a corporation.

Finally, officers of a corporation are appointed by the board of directors in order to oversee the day-to-day management of the corporation’s affairs.  The titles of officers are not that important, although traditionally most people have come to know officers as one of the following: President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary, Vice-President, etc.  It does not really matter what these individuals are called.  Often, their titles, roles, and responsibilities will be outlined in a corporate by-law, which establishes their position and sets out their qualifications, powers, duties, etc.  Officers can be replaced by the board of directors, to whom they are accountable.

So to summarize: shareholders with voting power will vote in the directors on an annual basis (or sooner in certain circumstances), directors have the power to manage the corporation and they meet only a few times a year, and officers (e.g. CEO, VP, CFO, Treasurer, President, etc.) are the people who run the corporation on a daily basis and who are appointed (not elected) by the directors on an annual (or sooner in certain circumstances) basis.

written by admin \\ tags: answers to questions, articles of incorporation, assets and liabilities, blog, board of directors, breach, breach of contract, business lawyers, circumstances, contracts, corporation, federal corporations, federal government, government fees, incorporating a business, incorporation, incorporators, initial directors, insurance, issue shares, jurisdiction, lawyer, lawyers, legal advice, legal entity, limited liability company, nuans, nuans name search, professional assistance, provincial licenses, report, resolutions, search report, separation, shareholders, shareholders vote, toronto, toronto business