Business Law
Transition Services Agreement: Key Terms for Ontario M&A
Most acquisitions of a division or business unit close before the buyer can run every function on its own. Payroll still runs through the seller's system, custo
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Speaking from the M&A Trenches
Practical insights, strategic perspectives, and real-world lessons from corporate transactions and tax planning engagements.
Business LawMaterial Adverse Change Clause: Ontario Deal Risks
A material adverse change clause decides who carries the risk if a business deteriorates between signing and closing. In Ontario, a buyer can refuse to close on
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Business LawDebt Free Cash Free: Pricing an Ontario Business Sale
When an Ontario business sells on a debt free cash free basis, the buyer prices the operating business as if it carried no borrowings and no surplus cash. The s
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Business LawIntercreditor Agreement: A Guide for Ontario Businesses
An intercreditor agreement is a contract between two or more lenders to the same borrower that sets out who gets paid first, whose security ranks ahead, and who
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Business LawChange of Control Clause: A Guide for Ontario Businesses
A change of control clause gives the other party to a contract specific rights when ownership or control of your company shifts, even though the company that si
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Business LawCommercial Lease Assignment in Ontario: A Business Owner’s Guide
Most Ontario business owners deal with a commercial lease assignment at a high-stakes moment: a sale, a restructuring, or an exit. An assignment transfers the t
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Business LawVendor Take Back Financing for Canadian Business Purchases
Vendor take back financing lets a seller accept part of the purchase price over time, so a buyer can close a business purchase that bank loans and buyer cash ca
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Business LawEscrow Agreement: Key Terms for Canadian Business Sales
An escrow agreement is a contract under which a neutral holder keeps money, shares, or documents until conditions the parties have agreed in writing are met. In
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Business LawIndemnification Clause: A Guide for Ontario Business Deals
An indemnification clause is often the provision that decides who pays when a problem surfaces after a business changes hands. Ontario buyers want assurance tha
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Business LawRepresentations and Warranties in Ontario Business Deals
Every Ontario business acquisition ends with a purchase agreement, and the clauses that do the most work after closing are the seller's statements about the bus
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Business LawLocked Box Mechanism: Pricing and Protection in Canadian M&A
A locked box mechanism fixes the purchase price in a mergers and acquisitions deal by reference to a balance sheet dated before signing. The buyer takes on the
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Business LawWorking Capital Adjustment: Calculations and Deal Terms
A working capital adjustment changes the purchase price after closing so that the buyer pays for the operating liquidity it receives. The working capital adjust
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Business LawEarnout Structures, Calculations, and Canadian Tax
An earnout is a part of the purchase price in a business acquisition that the buyer pays only if the business hits agreed performance targets after closing. An
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Business LawSmall Business Mergers and Acquisitions: Ontario Guide
Selling or buying a private company in Ontario is a legal and tax project as much as a commercial one. The structure you choose, the way risk is allocated in th
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Business LawCorporate Tax Lawyer Toronto: Planning for Growth and Sale
A corporate tax lawyer in Toronto helps you make growth, ownership, and exit decisions in an order that keeps more value in the business and in your hands. The
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Business LawGST/HST Voluntary Disclosure: CRA Audit Lawyer Costs 2026
Most GST/HST errors cost far less to fix before the Canada Revenue Agency (CRA) finds them. Through the voluntary disclosures program, an unprompted applicant n
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Business LawCRA Audit Missing Receipts: Crypto, Timelines, and Your Rights
A CRA letter about missing receipts or unreported crypto is a solvable problem when you respond with organized evidence and a clear plan. The Canada Revenue Age
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Business LawCRA GST/HST Audit: Rental Income and Penalties
Unreported rental income draws Canada Revenue Agency (CRA) attention because it leaves a paper trail: land title records, bank deposits, platform payouts and te
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Business LawCRA Small Business Audit: Foreign Income and Objection Rights
A CRA audit of your small business can move quickly from routine document requests to a proposed reassessment. That is especially true when the auditor finds fo
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Business LawUnfiled Tax Returns in Canada: CRA Reassessment Next Steps
You can still fix unfiled tax returns in Canada after the Canada Revenue Agency (CRA) has estimated your tax, but your deadlines start running from the date on
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Business LawHow Far Back Can CRA Audit? Time Limits and Exceptions
Most Canadian tax returns can be reassessed for three years after the Canada Revenue Agency (CRA) sends the original notice of assessment, but that period stret
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Business LawDisagree with CRA Audit Findings? Your Next Steps
If you disagree with the audit findings of the Canada Revenue Agency (CRA), you have two main windows to act. The first opens before the audit closes, when the
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Business LawCRA Audit Triggers: Disclosure After CRA Contact in 2026
Many business owners only discover a past tax problem after a letter from the Canada Revenue Agency (CRA) arrives. The right response depends on what the letter
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Business LawTax Lawyer Privilege Canada: What Businesses Should Know
When you share sensitive tax information with a lawyer for the purpose of obtaining legal advice, that communication is protected from the Canada Revenue Agency
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Business LawVoluntary Disclosure vs. Amended Return: CRA Options in 2026
Correcting a past tax filing with the Canada Revenue Agency (CRA) comes down to one decision made before anything is filed: fix the error quietly through a reas
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Business LawCRA Audit Documents: What Ontario Businesses Should Prepare
The documents the Canada Revenue Agency (CRA) asks for during an audit are the records behind every number you filed. Those records show your tax obligations we
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Business LawTax Lawyer vs. Accountant: CRA Audit Help for Businesses
A CRA audit puts two questions on the table at once: whether your numbers hold up, and whether your legal position holds up. For most Ontario businesses facing
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Business LawUnreported Income Canada: CRA Penalties and Your Options
Every dollar you earn in Canada is reportable unless a specific rule excludes it, and the Canada Revenue Agency (CRA) now has more ways than ever to spot income
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Business LawCRA Audit Letter: What to Do Next as a Business Owner
A CRA audit letter means the Canada Revenue Agency has selected one or more of your returns for a closer look. It starts a process with fixed deadlines and reco
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Business LawSection 85 Rollover: A Practical Guide for Ontario Owners
A section 85 rollover allows you to transfer eligible property to a taxable Canadian corporation and defer some or all of the immediate income tax by jointly el
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Business LawCorporate Lawyer in Toronto: Legal Support for Your Business
At Beganyi Professional Corporation, we provide corporate and tax law services for Toronto entrepreneurs and growing Ontario businesses, handling corporate tran
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Health LawIncorporating Your Ontario Practice: What a Health Profession Corporation Does, and Where Owners Get Caught
A health profession corporation differs from a standard business corporation. It is governed by two separate sets of rules, both of which apply at all times.
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Tax Strategy73% of Ontario Business Owners Don't Have a Succession Plan : Here's How a Tax Lawyer Can Help
Discover why 73% of Ontario business owners lack a succession plan and learn how strategic business succession planning and a tax lawyer protect your enterprise value.
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Corporate LawDue Diligence in Ontario Acquisitions: What Buyers and Sellers Must Know
After agreeing on a price, the buyer’s lawyer may send an extensive document request. As a buyer, you may notice discrepancies in the financials.
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Tax StrategyIntegrating Tax and Legal Strategy for Ontario Entrepreneurs
Aligning tax and legal strategy helps Ontario entrepreneurs protect assets, reduce liability, and create long-term business efficiency.
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Tax Planning for Business Sales and Reorganizations in Ontario
Ontario entrepreneurs can protect value and minimize tax by planning early for business sales and corporate reorganizations.
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Tax StrategyCapital Gains Exemption for Ontario Entrepreneurs: Maximizing the $1 Million Opportunity
Ontario entrepreneurs can save up to $1M in tax on a business sale using the lifetime capital gains exemption with proper legal structuring.
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Tax StrategyEstate Freezes and Succession Planning for Ontario Business Owners
Estate freezes help Ontario business owners transfer wealth, minimize tax, and plan for smooth family business succession.
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M&A InsightsThe Role of Holding Companies in Ontario Tax Planning
Ontario holding companies allow entrepreneurs to protect assets, defer taxes, and manage growth through smart legal structuring.
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M&A InsightsPost-Merger Integration: Turning the Deal into Long-Term Success in Ontario
Ontario businesses can ensure merger success through strong integration planning, culture alignment, and effective leadership.
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M&A InsightsUnderstanding Letters of Intent (LOIs) in Ontario Acquisitions
Ontario entrepreneurs use Letters of Intent to define deal terms and guide M&A negotiations with clarity and strategic focus.
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Corporate LawMerging Two Businesses in Ontario: Legal Strategy and Integration Planning
Merging two Ontario businesses requires strong legal planning, due diligence, and integration strategy to protect value and ensure success.
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M&A InsightsBuying a Business in Ontario: Legal and Tax Considerations for a Smooth Acquisition
Buying a business in Ontario requires legal, tax, and due diligence planning to protect your investment and ensure a smooth transition.
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M&A InsightsPreparing Your Business for Sale in Ontario: Legal Steps to Maximize Value
Ontario business owners can boost valuation and reduce risk by preparing early for sale with strong legal, tax, and due diligence planning.
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Tax StrategyTax-Driven Reorganizations: How Ontario Entrepreneurs Can Protect and Grow Business Value
Tax-driven reorganizations help Ontario entrepreneurs unlock value, reduce tax exposure, and position their businesses for future growth.
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Corporate LawStructuring Success: Building a Strong Legal Foundation for Ontario Businesses
he right legal structure protects Ontario entrepreneurs, reduces risk, and positions your business for sustainable growth.
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Corporate LawCorporate Governance in Ontario: The Responsibilities That Shape Business Success
Strong governance and informed directors help Ontario businesses manage risk, attract investors, and drive ethical long-term growth.
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Corporate LawThe Power of the Shareholder Agreement
A shareholder agreement defines control, protects ownership, and prevents costly disputes between Ontario business partners.
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