Corporate Governance
Need advice?
The following lawyers focus on
Corporate Governance:
Michael J. Velletta
Natalia M. Velletta
Sankar Nair
At Velletta Pedersen Christie, we understand the complex nature of running a business. Corporate governance refers to the legal rules and regulations that govern the formation, management, and dissolution of corporations. This area of law encompasses a wide range of legal issues that businesses may encounter, including contracts, mergers and acquisitions, financing, and corporate governance.
Our team of corporate lawyers provides comprehensive legal services to businesses of all sizes, from startups to multinational corporations. We work closely with our clients to understand their unique needs and provide tailored solutions that meet their goals.
Some of the services we offer include:
- Advising on Board Composition: We provide strategic counsel on board composition, assisting clients in structuring governance frameworks that optimize efficiency and effectiveness.
- Annual Report Filing: Our team facilitates seamless compliance with regulatory requirements by managing the timely filing of annual reports with relevant authorities such as Corporations Canada or the BC Corporate Registry.
- Compliance Management: We ensure adherence to pertinent legislation such as the Business Corporations Act and the Canada Business Corporations Act, as well as Articles, Bylaws, and Shareholders’ Agreements, safeguarding our clients against legal pitfalls.
- Drafting Shareholders’ Agreements: Crafting robust shareholders’ agreements tailored to the unique needs and dynamics of our clients’ businesses, thereby fostering clarity, consensus, and conflict resolution mechanisms.
- Risk Management: Our guidance extends to risk management strategies encompassing intellectual property law, employment law, and regulatory compliance, mitigating potential liabilities and safeguarding business interests.
We also understand that businesses need cost-effective legal solutions. That’s why we offer transparent and competitive pricing and work closely with our clients to find solutions that fit their budgets. If you need legal services related to general corporate law matters, contact us now. We are here to help.
Frequently Asked Questions about Corporate Governance
BC Corporations are legally required to maintain certain records in a record book, including, but not limited to, the Certificate of Incorporation, Articles, Notice of Articles, director’s resolutions, director’s consents, shareholder resolutions, registers of directors, officers, and shareholders, and records of share issuances and transfers. These records must be kept current and accessible, typically at the corporation’s registered office or another designated location. If you only have the Certificate of Incorporation and Notice of Articles, your record book is not compliant with the Business Corporations Act. Our Corporate Lawyers in Victoria, BC can assist with reviewing, updating, and maintaining your corporate records to ensure ongoing compliance.
Pursuant to the Business Corporations Act of BC, most BC corporations must hold an annual shareholders’ meeting each year. Directors’ meetings are held as needed to manage the business and affairs of the corporation. In many cases, written consent resolutions signed by all directors or shareholders can be used instead of formal meetings. If you are behind on your annual report filings, our Corporate lawyers in Victoria, BC can advise on meeting requirements and prepare compliant resolutions and minutes to bring your corporation into good standing.
Directors generally manage the day-to-day affairs of the corporation and approve operational decisions. Shareholder approval is typically required for fundamental matters such as amendments to articles, major asset sales, mergers, or changes to share structure. If you are uncertain about what approvals are required from directors and shareholders, our Corporate lawyers in Victoria, BC can help clarify approval thresholds and ensure decisions are properly authorized.
Failure to comply can result in penalties, loss of corporate good standing, challenges to corporate decisions, or increased personal liability for directors and officers. Governance issues often surface during financing, audits, or business sales. Velletta Pedersen Christie Lawyers can identify and remediate governance gaps before they become costly issues.
Governance documents should be reviewed periodically and updated when there are changes to ownership, management, business activities, or applicable laws. Keeping them current supports enforceability and operational clarity. Our Corporate Lawyers in Victoria, BC can review and update articles, bylaws and governance documents to reflect your current business needs.
Directors and officers owe fiduciary duties to act honestly, in good faith, and in the best interests of the corporation. They must also exercise reasonable care, diligence, and skill when making decisions on behalf of the corporation. As a business needs evolve, our corporate lawyers in Victoria, BC are often retained to provide guidance on directors’ duties and governance best practices.