Business and Commercial Law

The foundation of Rosborough & Company is our strong business and commercial practice. Our firm has long enjoyed an excellent reputation for meeting our clients' business objectives in a timely, cost-effective manner. We do that by making a point of getting to know both our clients and their particular business, be it wholesale or retail sales, manufacturing, farming, technology or the like.

Our experienced business and commercial law lawyers represent both large and small businesses in the following matters:

• preparation of commercial contracts
• negotiation of mergers
• purchase and sale of businesses
• incorporation of companies and creation of limited partnerships
• bankruptcy and insolvency
• shareholder relations
• employment issues

Choosing a Business Structure

There are three ways to carry on a business in B.C. and Canada. The simplest and least expensive way is a sole proprietorship, where you operate the business personally by yourself. A second option is a partnership, working with one or more other partners to make a profit, but without anything more formal than a partnership agreement. The third and perhaps most common way is by operating your business as a limited company.

What Exactly Is a Company?

A company is a separate legal entity. It does business under its own name, is responsible for its own debts, enters into its own contracts, owns its own property, files its own tax returns and can sue or be sued. The shareholders own shares in the company, and the directors (elected by the shareholders) and officers (appointed by the directors) manage the company's affairs.

Advantages to Carrying On Business as a Company

The biggest advantage to carrying on business as a company is that you enjoy limited liability. If the company is sued, only the company's assets are at risk, not your personal property such as your home or car. Generally, as a shareholder, you are not responsible for the company's debts. Your liability as a shareholder is limited to the amount of money you owe the company for your shares. This explains why the word "Limited", "Ltd.", "Incorporated", "Inc.", "Corporation" or "Corp." must appear in the name of every company.

There are also potential tax advantages, and an incorporated business may enjoy greater credibility in the business community and attract a greater source of capital.

What is a Franchise?

A franchise is a method by which your company, partnership or sole proprietorship can distribute its product or service. Typically, the franchisee pays a fee and ongoing royalties to the franchisor who sells a complete package for starting and running the business. This package usually includes the business name, business manuals, trademarks and logos, employee uniforms, trade secrets, production techniques and procedures and accounting systems.

Advantages to Franchising

The franchisee receives the benefit of the franchisor's proven track record, ready-made trade name or symbol and operating systems. The franchisor gets to rapidly expand their business without investing too much capital. There may be certain disadvantages too, however, but your lawyer can advise you of these when reviewing your draft franchise agreement with you before you sign.