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Our Services

Wills & Codicils
Powers of Attorney for Property and Personal Care
Guardianship
Estate & Tax Planning
Estate Freezes
Estate Distribution and Administration
Title Insurance

Corporate Law

We are familiar with the laws and regulations that govern corporations, and will ensure that your corporation is properly structured from the ground up. Whether you’re a young entrepreneur with a million dollar idea, a stay-at-home parent looking to start a home based business, or a health care professional seeking to take advantage of the tax benefits of a professional corporation, our corporate team will tailor our services to suit your needs.

Working together with you and your business, RAM LAW offers a wide range of corporate and commercial legal services to provide practical and innovative solutions to meet our clients’ needs in a timely manner. Our lawyers provide legal and strategic advice to our clients and draft, structure, negotiate and implement business transactions on their behalf. We can assist in all aspects of corporate and commercial law.

  • Some of the services we provide include:
  • Incorporations & Revivals
  • Business Name Registration
  • Preparing Corporate Filings
  • Drafting Partnership/Shareholder Agreements
  • Executing a Purchase/Sale of a Business
  • Business Succession Planning

One of the first steps of beginning a business is choosing the structure you will use to run your business. The most common types of structures for a business in Ontario are sole proprietorship, partnership, joint venture, or a corporation. When choosing between the best structure for you and your business, there are several factors you will have to consider:

      1. Tax benefits and drawbacks.
      2. Liabilities.
      3. Partners and investors.
      4. Management structure.

Sole proprietorship is a very simple structure. If you are building your company as a sole proprietor, your company would be self owned, and you can use your own name or register a business name. With a sole proprietorship there is no distinction between business assets and personal assets, and so there is unlimited liability. Both your business and personal assets can be claimed to fulfill a debt of your business. Raising capital can be more difficult with a sole proprietorship. 

On the other hand, a sole proprietorship is the simplest to begin, and you will have lower costs to start up. You have more control over financial planning and decision making.  Many small businesses are structured as sole proprietorships.

Like the term suggests, this structure allows two or more people to come together to share resources to make a profitable business. The partnership would leave all members sharing the responsibilities including debt. Since all members can legally bind each other without approval, there is a few things to remember. Make sure your business partner is the ideal one for the job to reduce a chance of conflict rising. 

There are great benefits in a partnership. Much like a sole proprietorship, a partnership is easy to create with lower costs to launch the business. There is a larger management structure to share responsibilities and support the business with, although it means sharing authority. There is more sources of capital and there may even be some tax advantages. 

Partnership is another great option for the structure of your business. Make sure to draw up a partnership agreement with terms and conditions to protect yourself in case of future disputes or a dissolution.

The largest structure for your business is a corporation. It is owned by the shareholders who elects a board of directors to oversee and run it. Since a corporation is a legally independent entity, making its members not personally liable for the debt the corporation might carry. There are two major types of corporations: S corporation and C corporation.

Federal incorporation would give your business name protection and more rights along with it to support your business. This level would bring your business more global recognition. However, expect a lot more paperwork for mandatory corporate files and this type of incorporation would also cost higher fees.

With provincial incorporation, your business is only entitled to operate in that particular jurisdiction and outside that border your business will have no name protection. If you plan on staying primarily in one province, this might be just enough for you. You can change your level of incorporation later if you like, but your business name might not be available.

Shareholders and the board of directors are two bodies that help govern a company. Directors are appointed by the shareholders to manage the company. Directors might be delegated with certain powers. They take part in board meetings to make the important decisions for strategic and operational concerns of the business.

A president is an executive level officer who is responsible for the daily operations of the company. He/She will report to the board of directors.

These are part owners of a company who receives an interest by giving capital during the starting of a company or buying its shared. There are independent legal entities although they own the corporation. They have voting rights to elect the directors of the company and they also have the right to be present during annual general meetings along with access to annual reports.

No, you don’t but there are complex laws for people underage in becoming a shareholder. You may require legal advice for your specific situation.

This agreement is among the shareholders of either an S or C corporation that’s not public. Prior to selling the shares to a third party, the shares must first be offered to the company itself or the corporation.

This is a preliminary document used to outline key particulars of an agreement, usually to buy or sell a business. It is also known as heads of terms. It is used to determine if the parties are on the same page and are likely to reach a fulsome agreement prior to spending time and money drafting a comprehensive agreement. A letter of intent can be binding or non-binding, and usually some provisions are binding (such as non-disclosure) and others (such as payment terms) are non-binding. 

It’s the research every potential buyer must do before making any decision. It will help assess the viability of the business. If not done or improperly done, there might be unpleasant surprises along the road. Take a look at the company’s legal standing, financial records, physical assets, IP, licenses, permits, important employees, and contracts.

Your business might need more than one permit or another official document depending on:

      1. Type of business
      2. Location of the business
      3. Municipality where your business operates in 

Neglect to obtain one, can result in a warning, a fine and depending on the situation serious outcomes that might include the court.

A copyright is granted to you once your original work is created. It helps you to choose how you work might be used by others which can done through licensing or other types of transfers.

A trademark is a word, symbol and/or design that is used to identify one party. Some examples of them are names, slogans and logos. Just like a copyright, a trademark does not need to be registered but if its registered there are great legal benefits to it.

A patent gives its creator exclusive rights in exchange of sharing it with the public. The main idea behind a patent is to encourage an innovative society that thrives on sharing and commercialization. It is much more expensive to go through the patent application process. Due to this, it is advised to gain assistance from an agent or an experienced attorney.

It isn’t required that a contract should be written by a lawyer before it’s binding, if there is sufficient contractual language to establishing the legally binding obligations.

Depending on the structure of your business, your role and how you planned, there will be different outcomes. If it highly advised a last will is prepared to assist the governing process when settling debts, distributing the assets and handling liabilities. Without formal agreements, it is highly likely that a business might dissolve.

Wills & Estates

In Ontario, it is important to have a valid Will and Powers of Attorney in place by a Wills and Estates Lawyer as they are vital pieces of your Estate plan. If you die without a valid, complete Will, an intestacy is created, and the distribution of your Estate will be governed entirely by the Succession Law Reform Act. As well, under Ontario law, if you have not granted a Power of Attorney for Care and are unable to consent to medical care or treatment, an application may be required to the Ontario Consent and Capacity Board for the appointment of a substitute decision maker for you. Your consent is not required in such a proceeding and you may have no legal or personal control over such an appointment.

A proper Estate plan will minimize your Estate’s tax liabilities and clearly distribute your assets to your intended beneficiaries. Estate planning is a process. At RAM LAW, we work with you, your financial advisor and your accountant to develop a personal and effective Estate plan for you.

From the straightforward to the most complex family and financial situations, our team at RAM LAW will help you create an Estate plan that meets your family and tax planning objectives. Our experienced solicitors are able to give sound advice and help you create an estate plan with respect to complex planning issues such as business succession planning, creation of trusts and guardianship.

Some of the services we provide include:

  • Wills & Codicils
  • Powers of Attorney for Property and Personal Care
  • Guardianship
  • Estate & Tax Planning
  • Estate Freezes
  • Estate Distribution and Administration
  • Title Insurance

Both these legal documents are prepared concerning your wishes on your property, possession and loved ones. Power of Attorney is about continuing your wishes while you are alive until your death. Your will is about what happens after you die.

If you want to write your own will, here are the main things you will need to include:

      1. Your full name
      2. Statement that this will is your last will and testament
      3. Full date when you are writing your will
      4. The person who you choose to be the Executor(s) to administer you estate
      5. Your wishes
      6. Your signature along with signatures from two witnesses.

In Ontario, unless a Will is written entirely in your own handwriting, a Will must have two witnesses to be valid. There are certain parties who cannot be a witness to your Will, such as any beneficiary.

The executor is the person who is legally responsible for overseeing and settling your will and estates. This person has a number of duties and responsibilities:

      1. File a copy of your original will with the local probate office
      2. Notify the banks, credit card companies and other institutions
      3. Maintain any property until it is distributed
      4. Pay the taxes and the debts of your estate.

This is a very important role of your will and you must be certain of who you choose. This person can also be a beneficiary of your will. You can choose among your family members (must be an adult) or a trustworthy friend. If this becomes a much more complicated matter, choose someone with estate expertise like a Wills & Estate lawyer. If you prefer, you may choose joint executors, a combination of a person of your choosing and a lawyer.

If your family discovers more than one will, the court will generally prefer the most recent version to settle the assets. You should consult with a lawyer to determine next steps, including whether an application to the court is required.

If you have lost your will, this wouldn’t automatically revoke your will. A true copy of the original can be used to obtain a grant of probate. If this is not present the estate will be distributed according to a previous will or intestacy. Dealing with a lost will is very difficult, make sure you keep your original will in safe and accessible place. You may want to keep a copy with the executor or beneficiary.

As the testator, you can destroy your will which will then be revoked. You may destroy it by burning or tearing it. If you are planning on writing a new will, the previous one maybe destroyed like this.

it is very important that your Will is kept in a safe place – somewhere that is secure, dry, and ideally fire-proof. We do not recommend that you keep your will in a safety deposit box, or anywhere that you do not have easy access and full control.

Dying without a valid will means that your estate in intestate (you have left no instructions on how you want your estate to be settled). This is where the Ontario Succession Law Reform Act will step in and govern how your property will be settled among your relatives.

Not having a valid will can cause many problems, and so we highly recommend that you make a will. 

A marriage may revoke a will, depending on the timing of when you made your will and when you were married. It is important to consult with an Estates lawyer to advise you respecting your situation.

In the case of a divorce, your will won’t be revoked. The parts that will be revoked from your spouse whom can longer be your executor, trustee or guardian, and anything left to your former spouse will now go to someone else. If you do get a divorce, revoke your previous will and write a new one immediately.

Mirror wills are simply two Wills, usually made by spouses/immediate family members, which mirror each other in terms of beneficiaries, e.g. everything to my spouse, if not then to our children. Either party can change their Will at any time, they are not obligated to maintain the Will. 

Mutual Wills are enforced by a separate mutual will agreement, which provides that either or both parties will not change their Wills in certain ways, even in the event of the death of the other party. We do not generally recommend mutual wills, and will provide alternatives. 

If you want to revoke (cancel) a previous will, start with writing a new will, as you should avoid dying without a will.

Real Estate

Buying or selling a home can be a stressful time. RAM LAW has over 70 years of experience as real estate lawyers in Toronto and know how to identify and handle the details required for a real estate transaction, making your move a smooth one. Our helpful team guides you through a real estate deal from the initial agreement right through to closing. We ensure that your purchase or sale is completed in an efficient manner so that you can start enjoying your new home right away.

We also provide commercial real estate services, including commercial purchase, sale and mortgage transactions. From a commercial standpoint, we strive to tailor the real estate transactions to meet the individual client’s needs, taking into account estate, family and tax planning. We provide expert personal and business solutions to best serve and protect our clients.

We offer services across Ontario, including:

  • Residential House or Condo Purchase/Sale
  • Commercial Real Estate Purchase/Sale
  • Estate Purchase/Sale
  • Commercial Leases
  • Financing and Refinancing Mortgages
  • Mortgage Discharges, Extensions and Amendments
  • Title Insurance

This is one of the eternal questions. It depends on the market situation. If this is a buyer’s market, sell your property and then proceed to buy a new one. And it this is a seller’s market, buy the new property first and your home would sell out soon.

Before signing any offers of purchase, take a look at the property taxes and restrictions on property title. Have a written report written by a building inspector after taking a look at the property for any possible damages. Contact a banker to ensure your eligibility for the mortgage.

A mortgage is a type of loan that can used to purchase property including a new home. This legal agreement is between you and the bank or credit who lends the necessary amount of money with interest. If you are unable to pay your mortgage, the lender will attempt to take control of the property.

If it’s an ordinary transaction, you will not need the help from an attorney. If legal issues emerge during the process, you agent might not be able to help you. A real estate lawyer can assist you during the review of the purchase of sale agreement until the point of closing.

Yes, in fact it’s very common to hire a home inspector prior to buying a home. The sellers of the house might not even know the extent of damages and possible liabilities. This inexpensive step will help prevent future expensive repairs and legal issues.

This is a warning notifying any potential buyers that property or good are sold as is. The buyer will assume risk for the damages and ay failure to meet expectations.

This is the document that will created after you decided to purchase property. Once the seller accepts this offer, it becomes a contract between the property owner and the buyer.

You can put many different conditions on the offer of purchase. One of the most common conditions is an inspection report.

New built homes have generally limited coverage on warranties. This might also differ depending on which part of the property.

Everybody who holds the title of the property should sign the documents.

Sellers must disclose latent defects (defects that aren’t clearly visible) while patent (clearly visible) are not required as they can be found out during a home inspection.

In extreme situations where the seller fails to disclose any significant problem would be considered concealment (fraud). The seller might be responsible for the repair depending on the damage and whether the seller knew of it beforehand. Talking to neighbors around the property can also help you uncover anything wrong with property.

If you are a non-resident of Canada during the purchase process, you may require legal assistance. You might have to apply for a non-residency clearance certificate which would be typically done through an accountant.

A few of the costs include cost of a home inspector report, adjustment for taxes, insurance, registration fees to receive title and moving expenses. Your home is an investment, make sure that you taking the preemptive steps to secure your home and keep it in its best conditions for years to come.

An offer needs to accepted and signed before it becomes binding, until then you may change your offer.