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Business and Commercial Law

For more than 75 years, Ratcliff has advised businesses, entrepreneurs, family enterprises, societies, partnerships, Indigenous Nations, and organisations across British Columbia. We assist with incorporations, shareholder arrangements, financing, purchases and sales, reorganisations, contracts, leasing, employment matters, governance, succession, and corporate records. Our advice is commercially grounded and focused on practical outcomes.

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Incorporations, Partnerships, Joint Ventures, and Societies

We advise on the formation and structuring of businesses, partnerships, joint ventures, limited partnerships, and societies, with attention to ownership, control, governance, and long-term flexibility.

Shareholder, Partnership, and Unanimous Shareholder Agreements

We prepare shareholder, partnership, and unanimous shareholder agreements addressing decision-making, transfer restrictions, dispute resolution, exit rights, financing, succession, and changing business relationships.

Business Purchases, Sales, and Corporate Reorganisations

We advise on share and asset transactions, mergers, corporate reorganisations, and restructurings, including coordination with accountants and tax advisers where needed.

Commercial Financing and Secured Lending Transactions

We assist borrowers, lenders, and business owners with loan agreements, security documents, guarantees, PPSA registrations, and financing tied to acquisitions, operations, real estate, or development.

Intellectual Property, Licensing, and Trademark Registration

We advise on trademark registration, licensing arrangements, and protection of intellectual property in commercial transactions, employment relationships, and ongoing business operations.

Commercial Contracts, Leasing, and Franchise Matters

We review, prepare, and negotiate commercial contracts, service agreements, supply and distribution arrangements, franchise agreements, and commercial leases for businesses across British Columbia.

Employment Agreements, Policies, and Labour Matters

We advise employers on employment agreements, workplace policies, terminations, severance, restrictive covenants, executive compensation, and practical management of workplace issues.

Corporate Governance, Records, and Compliance

We support directors, shareholders, societies, and business owners with governance issues, annual records, resolutions, compliance, director and officer changes, and corporate maintenance.

Owner-Managed Business Succession and Transition Planning

We help owner-managed and family businesses plan for succession, including ownership transition, intergenerational transfers, share restructuring, and coordination with estate planning.

Indigenous Nations Business and Economic Development

We advise Indigenous Nations, development corporations, and Indigenous-owned businesses on structuring, partnerships, commercial agreements, joint ventures, and economic development projects.

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What legal steps should I take when starting a business in BC?
The right structure depends on liability, tax considerations, ownership, financing, and growth plans. Corporations, partnerships, societies, and joint ventures each have different legal and practical consequences.
Do I need a shareholders' agreement?
If a corporation has more than one shareholder, usually yes. A shareholders’ agreement can address decision-making, share transfers, exits, disputes, death, incapacity, financing, and succession.
What is the difference between an asset sale and a share sale?
In an asset sale, the buyer purchases selected business assets. In a share sale, the buyer purchases the company itself. Each structure has different tax, liability, employment, financing, and closing considerations.
When should I think about business succession?
Earlier than most owners do. Effective succession may involve reorganisations, share structuring, trusts, multiple wills, shareholder agreements, and coordination with estate planning.
Can Ratcliff help with commercial leases?
Yes. We advise landlords and tenants on commercial leases, renewals, assignments, defaults, tenant improvements, and issues that arise during negotiation or operation of a lease.
Can Ratcliff help with employment issues?
Yes. We advise employers on employment agreements, policies, terminations, severance, restrictive covenants, executive compensation, and related workplace issues.
Do you maintain corporate records?
Yes. We assist with annual reports, resolutions, director and shareholder changes, record book maintenance, registered and records office services, and other corporate maintenance.
Do you advise Indigenous Nations and Indigenous-owned businesses?
Yes. We advise Indigenous Nations, development corporations, and Indigenous-owned businesses on structuring, joint ventures, commercial agreements, governance, and economic development projects.