Alberta’s business environment rewards entrepreneurs and business owners who build on solid legal foundations — and creates expensive problems for those who don’t.
Corporate & Commercial Lawyer — Edmonton & Beaumont, Alberta
Chad Graham Law provides practical corporate and commercial legal services to Alberta business owners, entrepreneurs, and developers. The work ranges from straightforward incorporations to multi-step corporate reorganizations, business acquisitions, and shareholder agreements. In every case, the goal is the same: give you the legal structure your business actually needs, explained in terms you can use.
Corporate Law Services
Incorporation
Incorporating in Alberta establishes your business as a separate legal entity under the Business Corporations Act, RSA 2000, c B-9. This provides limited liability protection, opens up significant tax planning opportunities, and creates a structure that supports long-term growth, financing, and succession.
We handle provincial incorporations under the Alberta BCA, including drafting articles of incorporation, setting up share structures, preparing organizational minutes and resolutions, and advising on the right corporate structure from the outset. Why Incorporation? See my article here.
Share Structure and Class Design
The share structure you incorporate with shapes your tax planning options for years. Getting it right at the start — including building in classes of shares for income splitting, future estate freezes, or holding company integration — is significantly easier and cheaper than restructuring later.
We advise on share class design, voting rights, dividend entitlements, and redemption provisions, and draft articles that reflect your specific planning objectives.
Corporate Reorganizations and Estate Freezes
For business owners whose companies have grown in value, a corporate reorganization — often structured as an estate freeze — can cap capital gains exposure at today’s value and pass future growth to the next generation or a family trust.
This work sits at the intersection of corporate law and estate planning, and requires careful coordination with your accountant. We implement the legal side of reorganizations designed by your tax advisor, including:
- Amending or restating articles to create new share classes
- Section 85 rollover transactions and share exchanges
- Family trust creation and integration with corporate structure
- New shareholder resolutions and organizational minutes
- Alberta Corporate Registry filings
Shareholder Agreements
A shareholder agreement governs the relationship between shareholders in a private corporation — what happens when one wants out, how decisions are made, what happens on death or incapacity, and how disputes are resolved. It is the document that prevents disputes from becoming catastrophic.
We draft and advise on shareholder agreements and unanimous shareholder agreements (USAs) under the Alberta BCA, including provisions for:
- Share transfer restrictions and rights of first refusal
- Shotgun clauses and buy-sell mechanisms
- Drag-along and tag-along rights
- Death, disability, and incapacity provisions
- Voting and management arrangements
Corporate Maintenance and Annual Compliance
Alberta corporations have ongoing obligations: annual returns, maintaining an up-to-date minute book, filing changes to directors or registered offices, and keeping resolutions current. We assist corporations with ongoing maintenance and help bring neglected minute books back into good standing.
Commercial Law Services
Business Acquisitions and Sales
Buying or selling a business in Alberta involves decisions that shape your tax exposure, your liability, and your long-term flexibility. The structure of the deal — share purchase versus asset purchase — is often the most consequential decision in the transaction, and it needs to be made deliberately.
We act for buyers and sellers in business acquisitions, including:
- Drafting and reviewing letters of intent and purchase agreements
- Share purchase and asset purchase agreement negotiation
- Due diligence on corporate records, minute books, and title
- Non-competition and non-solicitation agreements
- Vendor financing and promissory notes
- Post-closing adjustments and holdback arrangements
Commercial Agreements and Contracts
We draft and review a wide range of commercial agreements for Alberta businesses, including:
- Shareholder and partnership agreements
- Service agreements and consulting contracts
- Joint venture agreements
- Commercial leases (review and negotiation)
- Non-disclosure and confidentiality agreements
- Asset purchase agreements
Development and Land Acquisition
We work with Alberta developers and builders on the legal side of raw land acquisitions, lot development transactions, and related corporate structuring — including corporate holding structures, agreement for sale documentation, and GST treatment of development transactions.
Working With Your Accountant
A significant portion of corporate reorganization and estate planning work requires close coordination between lawyer and accountant. The accountant designs the tax strategy. The lawyer implements the legal structure. Neither can do the other’s job, and a plan that isn’t documented correctly isn’t a plan at all.
We work regularly alongside Edmonton-area accounting firms on estate freezes, corporate reorganizations, trust structures, and business transitions. If your accountant has recommended a reorganization and you need legal implementation, contact us.
Frequently Asked Questions
Should I incorporate provincially in Alberta or federally? For most Alberta-based businesses operating primarily in Alberta, provincial incorporation under the Alberta BCA is appropriate and simpler. Federal incorporation under the CBCA may be preferable if you anticipate operating across multiple provinces or want the option to use your corporate name nationally. We can help you assess the right choice for your situation.
What is a unanimous shareholder agreement and do I need one? A unanimous shareholder agreement (USA) is a specific type of shareholder agreement that, under the Alberta BCA, can restrict or transfer powers ordinarily belonging to the directors of a corporation. It is common in closely held corporations and joint ventures where shareholders want direct control over key decisions. Whether you need one depends on your ownership structure and the relationship between shareholders. In most multi-shareholder corporations, some form of shareholder agreement is strongly advisable.
My accountant has recommended an estate freeze. Where do I start? Start with a conversation between your accountant, yourself, and us. The accountant needs to determine the valuation and tax structure; we need to understand the corporate structure and desired outcome before we can advise on the legal implementation. These transactions work best when the legal and tax advisors are aligned from the outset.
How long does an incorporation take in Alberta? A straightforward provincial incorporation in Alberta typically takes one to three business days through Alberta Corporate Registry once the articles are filed. The organizational steps — share issuance, director appointments, organizational resolutions — take additional time depending on complexity. We can move quickly when a timeline is pressing.
Ready to Talk?
Whether you are incorporating a new business, restructuring an existing one, or working through a transaction, we are here to help.
Serving Edmonton, Beaumont, and clients throughout Alberta.