CORPORATE / COMMERCIAL LAW CLERK SERVICES

(as at April 1, 2008)

Outsourcing law clerk services ... the key to effective cost management

		Included in Fees: Local fax charges Long distance fax charges Long distance telephone charges Postage       Not Included in Fees: Prescribed government charges Agent's fees Searchhouse disbursments Courier charges Photocopying charges GST and/or PST charges
		"CPPS" means Companies and Personal Property Security Branch of the Ontario Ministry of Government and Consumer Services.
		Federal Non-Share Capital Incorporation Package
		Our standard Federal Non-Share Capital Incorporation Package includes the following:
			Order Federal NUANS name search report to determine name availabilit. Obtain pre-approval of proposed name from Industry Canada. Prepare application for letters patent of incorporation. Prepare general operating by-law • Attend to filing with Industry Canada. Order minute book and/or corporate seal.
			Prepare minutes of meetings of the directors and members to admit members, approve by-laws, approve banking arrangements, appoint auditor and set records office address. Prepare applications for membership. Complete and attend to filing of corporate notice. Complete directors, officers' and members' registers.
			Fixed Fee: $600
			(To register the corporation as a charity with the Charities Directorate, add $150 to the above)
		Ontario Non-Share Capital Incorporation Package
		Our standard Ontario Non-Share Capital Incorporation Package includes the following:
			Obtain Ontario NUANS name search report to determine name availability. Prepare application for letters patent of incorporation. Attend to filing of application for letters patent with CPPS. Obtain minute book and/or corporate seal.
			Prepare general operating by-law. Prepare minutes of the directors and members to enact general operating by-law, admit members, approve banking arrangements, appoint auditor and set records office. Complete general operating by-law. Complete and attend to filing of corporate notice. Complete directors', officers' and members' registers
			Fixed Fee: $600
		Name Change (Ontario or Federal corporation)
		Our Name Change package includes the following:
			Obtain NUANS name search report. Prepare resolution to authorize articles of amendment. Complete articles of amendment in prescribed form. File articles of amendment with CPPS (or Industry Canada for Federal companies).
			Prepare post-name change resolutions to approve new form of corporate seal and new form(s) of share certificate(s). Prepare replacement issued share certificates. Update share records accordingly
			Fixed Fee: $325
		Corporate Changes (Ontario or Federal corporation)
		Our Corporate Changes Package includes any of the following services:
			Change of Registered Office: Prepare appropriate resolution(s) to approve change in municipality of registered office and/or registered office address. Complete and file corporate notice with CPPS or Industry Canada, as applicable.
			Change of Directors: Prepare appropriate resolution to accept resignations/remove old directors, elect new directors and, if applicable, fix number of directors. Prepare Consent to Act as a Director for each new director. Complete and file corporate notice with CPPS or Industry Canada, as applicable.
			Change of Officers: Prepare appropriate resolution to accept resignation/remove Old officers and appoint new officers • Complete and file corporate notice with CPPS or Industry Canada, as applicable
			Change in Banking Arrangements: Prepare board resolution to rescind old banking resolution and approve new form. Complete updated banking documents.
			Change in By-law: Prepare amending by-law. Prepare board and shareholder resolutions to approve and confirm amending by-law.
			Issue of Shares: Prepare share subscription. Prepare board resolution issuing new shares. Prepare share certificate for new shareholder.
			Transfer of Shares: Prepare board or shareholder resolutions, as the case may be, to approve transfer of shares. Prepare Share Transfer instrument. Prepare simple Share Purchase Agreement (if appropriate). Prepare replacement share certificate for new shareholder.
			Transmission of Shares from Deceased Shareholder: Prepare Declaration of Transmission by estate trustee(s) of Deceased Shareholder. Prepare board resolution to approve transmission of shares (and approve transfer of shares to beneficiary, if appropriate). Prepare replacement share certificate for new shareholder.
			Lost Share Certificate: Prepare Certificate and Indemnity of Loss by shareholder in respect of lost share certificate(s). Prepare board resolution to confirm cancellation of lost certificate. Prepare replacement share certificate (if appropriate).
			Pledge of Shares: Prepare board resolution approving pledge of share. Prepare share certificate for pledgee (if appropriate).
			Change of Auditor: Prepare shareholders' resolution to remove or otherwise change auditor. Prepare Notice to new auditor.
			Fee: $115 per hour.
		Annual Proceedings Package (Ontario or Federal corporation)
		Our Annual Proceedings package includes one of the following:
			Annual Resolutions: Prepare resolutions of the directors and shareholders to approve and receive the financial statements, confirm past proceedings, elect directors, appoint auditor/accountants and appoint officers. Prepare Consent to Act as Director for each new director. Prepare Acknowledgement of Receipt of financial statements. Prepare Consent to Audit Exemption, as appropriate.
			Fixed Fee: $145
			Annual Minutes: Prepare notices calling annual board and shareholder meetings (or waivers of notice by directors and shareholders). Prepare proxies (as appropriate) • Prepare scrutineer's report (as appropriate). Prepare minutes of board and shareholder meetings to approve and receive financial statements, confirm past proceedings, elect directors, appoint auditor/accountants, appoint officers. Prepare Consent to Act as Director for each new director. Prepare Acknowledgement of Receipt of financial statements. Prepare Consent to Audit Exemption (as appropriate)
			Fixed Fee: $200
		Fundamental Changes (Ontario or Federal Corporation)
		Amendment
			Articles of Amendment (to create new classes of shares, add/change or remove restrictions on the issue, transfer or ownership of shares, change the number of directors, change the share attributes, etc.): Prepare special resolution to authorize articles of amendment. Prepare articles of amendment in prescribed form. Attend to filing of articles of amendment with CPPS or Industry Canada (as appropriate).
			Fee: $115 per hour
		Amalgamation
			Short Form Vertical or Horizontal Amalgamation: Prepare authorizing board resolution of each amalgamating corporation, articles of amalgamation and directors'/officers' statement for each amalgamating corporation. Attend to filing with CPPS or Industry Canada, as appropriate.
			Fee: $115 per hour
			Long Form Amalgamation(with Amalgamation Agreement): Prepare authorizing board and shareholders' special resolution of each amalgamating corporation. Prepare amalgamation agreemen. Prepare articles of amalgamation. Prepare directors/officers' statement for each amalgamating corporation. Attend to filing with CPPS or Industry Canada, as appropriate.
			Fee: $115 per hour
			Post-Amalgamation Organizational Matters (for items (b) and (c) above): Assemble post-amalgamation minute book for amalgamated corporation. Prepare post-amalgamation organizational resolutions of the directors and shareholders to approve new by-law(s), elect directors, appoint officers, approve new banking arrangements, confirm shareholding, etc. Complete and attend to filing of corporate notice. Prepare new issued share certificates. Complete registers and ledgers for amalgamated corporation. Order new corporate seal (if appropriate).
			Fee: $115 per hour
		Continuance Into Ontario Jurisdiction or Federal Jurisdiction
			Continuance into Ontario Jurisdiction (from Federal jurisdiction): Obtain Ontario NUANS name search report. Prepare special resolution of shareholders authorizing the continuance of the Corporation into the Province of Ontario. Prepare articles of continuanc. Request letter of satisfaction or similar authorization form and obtain certified copy of charter documents from government. Attend to filing of articles of continuance with CPPS
			Fee: $115 per hour
			Continuance into Federal Jurisdiction (from Ontario jurisdiction): Obtain Federal NUANS name search report. Prepare special resolution of shareholders authorizing the continuance of the Corporation into Federal jurisdiction. Prepare articles of continuance. Complete Application for Authorization to Continue in Another Jurisdiction in prescribed form. Submit request to CPPS for tax consent. Prepare Federal articles of continuance. Form 3 Notice of Registered Office and Form 6 Notice of Directors. Attend to filing of Application for Authorization to Continue in Another Jurisdiction with CPPS. Attend to filing of Federal articles of continuance and Forms 3 and 6 with Corporations Directorate in Ottawa.
			Fee: $115 per hour
			Post-Continuance Organizational Matters (for items (e) and (f) above): Assemble post-continuance minute book for continued corporation. Prepare post-continuance organizational resolutions of the directors and shareholders to approve new by-law(s), confirm directors, officers, banking arrangements, shareholding, set records office, etc. Prepare Consent to Act as a Director for each new director. Complete new banking documents for continued corporation (if appropriate). Complete and attend to filing of corporate notice filing. Prepare replacement share certificates. Order new corporate seal (if appropriate).
			Fee: $115 per hour
		Ontario Voluntary Dissolution or Revival
			Ontario Voluntary Dissolution: Conduct Ontario corporate search to confirm status of corporate notice filings. Prepare board resolution and special resolution of shareholders to authorize voluntary dissolution. Prepare General Conveyance Agreement. Complete articles of dissolution. Request Ontario tax consent. Request Federal clearance certificate. Attend to filing of articles of dissolution (once terminal Ontario and Federal tax returns filed) with CPPS
			Fee: $115 per hour
			Ontario Revival: Conduct Ontario corporate search to confirm status of corporate notice filings. Complete and file outstanding Ontario corporate notice under Corporations Information Act (Ontario). Complete Articles of Revival. Attend to filing with CPPS. Prepare post-revival organizational documents to re-confirm corporate structure and generally update corporate records (if required)
			Fee: $115 per hour
		Board and Shareholder Resolutions
		Changes In Issued Share Capital
			Declaration of Dividend, Management Fee or Bonus: Prepare board resolution to authorize declaration and payment of dividend, management fee or bonus • Prepare solvency certificate by officer of corporation (in support of dividend declaration only)
			Fee: $115 per hour
			Redemption of Shares: Prepare board resolution to authorize redemption of shares • Prepare notice of redemption or waiver of notice period, as applicable • Prepare solvency certificate by officer of corporation
			Fee: $115 per hour
			Repurchase of Shares: Prepare board resolution to authorize repurchase of shares for cancellation. Prepare solvency certificate by officer of corporation (if appropriate)
			Fee: $115 per hour
			Reduction of/Addition to Stated Capital: Prepare special resolution of shareholders (as appropriate) to authorize reduction of or addition to stated capital for particular class of shares
			Fee: $115 per hour
		Authorizing Resolutions
			Standard Authorizing Resolution: Prepare board/shareholder resolutions to authorize entering into of agreement, giving of shareholder loan, creation of debenture, bank borrowing, giving of security, etc.
			Fee: $115 per hour
		Rectification of Corporate Deficiencies
			Rectification Resolutions: Prepare required board and/or shareholder resolutions to rectify corporate deficiencies
			Fee: $115 per hour
		Corporate Notices and Annual Returns
			Ontario Corporate Notice/Annual Return: Complete Form I or Form 2 Initial Return/Notice of Change under Corporations Information Act (Ontario). Attend to filing at CPPS
			Fixed Fee: $60
			Federal Notices: Complete Form 3 Notice of Change of Registered Office or Form 6 Notice of Change of Directors under Canada Business Corporations Act. Attend to filing with Corporations Directorate in Ottawa
			Fixed Fee: $45
			Federal Annual Return or Annual Summary: Complete Federal annual return (for share capital corporations) under Canada Business Corporations Act or Federal annual summary (for non-share capital corporations) under Canada Corporations Act. Attend to filing with Corporations Directorate in Ottawa
			Fixed Fee: $75
			Extra-Provincial Annual Return: Complete extra-provincial annual return under appropriate extra provincial corporate statute. Attend to filing with appointed extra-provincial attorney for service or governmental authority, as the case may be
			Fixed Fee: $100
			CRA Return: Complete Ownership return under Corporations Returns Act (Canada). Attend to filing with CRA Administration
			Fixed Fee: $100
		Ontario Business Names/Partnerships
			Business Names: Complete business name registration form under Business Names Act (Ontario). Attend to filing at CPPS
			Fixed Fee: $60
			Sole Proprietorships/General Partnerships: Complete sole proprietorship/general partnership registration form under Business Names Act (Ontario). Attend to filing at CPPS
			Fixed Fee: $60
			Limited Partnerships: Complete limited partnership registration form under Limited Partnerships Act (Ontario). Attend to filing at CPPS
			Fixed Fee: $60
			Withdrawal: Complete withdrawal of Business Name, Sole Proprietorship, Partnership or Limited Partnership under appropriate statute. Attend to filing at CPPS
			Fixed Fee: $30
		Extra-Provincial Registration in Ontario
		Our Ontario Extra-Provincial Registration Package includes the following:
			Obtain Ontario NUANS name search report to determine name availability in Ontario. Complete Form 1 Application for Extra-Provincial Licence in prescribed form and Form 2 Appointment of Agent for Service under Extra-Provincial Corporations Act (Ontario). Complete Form 2 Initial Return under Corporations Information Act (Ontario). Prepare text of authorizing resolution to be passed by board of directors. Attend to filing with CPPS
			Fixed Fee: $350
		Extra-Provincial Registration (in any Province of Canada)
		Our Extra-Provincial Registration Package includes the following:
			Retain extra-provincial agent to act as attorney for service in applicable province and conduct required name search in that province. Complete prescribed extra-provincial registration form and appointment of attorney for service form. Obtain or prepare supporting corporate documentation required by applicable province. Prepare text of authorizing resolution for passage by board of directors
			Coordinate filing of documentation with extra-provincial agent
			Fixed Fee: $250 for each province
		Miscellaneous Corporate Documents
			Authenticate and Legalize Document (for use in another country): Prepare notarized copy of document • Attend at Management Board Secretariat to authenticate notarized document • Attend at applicable Consulate to legalize document
			Fixed Fee: $175
			Certificate of Incumbency: Prepare certificate by officer or director certifying valid appointment or incumbency of certain officers or directors of corporation
			Fixed Fee: $50
			Officer's Certificate: Prepare certificate by officer certifying due incorporation, borrowing authority (or non-restriction of borrowing authority), due authorization of agreement or document and incumbency of certain officers or directors + assembly of all relevant schedules
			Fixed Fee: $125
			Unanimous Shareholder Agreement/Sole Shareholder Declaration: Prepare unanimous shareholder agreement or sole shareholder declaration under Business Corporations Act (Ontario) or Canada Business Corporations Act to remove or limit the powers of the directors and vest them in the shareholders
			Fixed Fee: $150
			Declaration of Trust: Prepare Declaration of Trust to reflect that registered shareholder holding shares in trust for beneficial shareholder
			Fixed Fee: $45
			Supply of Share Certificates: Prepare set of 10 customized blank share certificates for Ontario or Federal corporation
			Fixed Fee: $15
			Due Diligence Minute Book Review: Review corporate minute books, share records and corporate filings with a view to identifying all corporate deficiencies. Prepare detailed memorandum summarizing minute book review and suggesting curative or rectification resolutions to be prepared or suggested action to be taken
			Fee: $115 per hour
		Other Corporate Documents and Services
			All other corporate documents and services not included in the above fee schedule will be charged at the hourly rate of $115 an hour. Before we proceed with any work, we will provide you with an estimate of the anticipated law clerk fees and disbursements.