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Corporate & Commercial

Doing business in Canada, the importance of legal work cannot be over-emphasized.


However, not every lawyer is a business lawyer that understands how business works. You need a good business lawyer to deal with business matters, and Shui Luo is such a lawyer that knows your business and will furnish you with legal advice tailored to your business needs.


By virtue of his almost 20 years of experience practising corporate and commercial law, Shui Luo has plenty of knowledge and experience in different industries, including software, technology, consulting, manufacturing, entertainment, construction, distribution, medical service, education, mining, and oil and gas.


The corporate and commercial law covers a broad range of services that a business person may encounter throughout the life of the business cycle, including but not limited to:


  • Registration of partnerships (including Limited Partnerships) and prepare partnership agreement;

  • Incorporation and maintenance of corporations

  • Incorporation of federal and Ontario corporations, including professional corporations;

  • Prepare organization documents, such as share subscription and issuance documents, By-laws, initial board resolutions, and initial shareholder resolutions;

  • Prepare shareholder agreement (if applicable);

  • Prepare annual meeting documents and file annual returns;

  • Prepare documents to effect corporate changes, including change of registered address, change of directors and officers, change of Articles, change of name, etc..

  • Rectify deficiencies in minute book

  • Re-organization of corporations

  • Authorize new class of shares and effect share exchanges;

  • Transfer of shares between shareholders or redemption of shares;

  • Transfer of shares to holding corporations;

  • Continuing an Ontario corporation to federal corporation, or vice versa;

  • Roll-over transactions; and

  • Amalgamation of corporations

  • Dissolution of corporations

  • Voluntary dissolution of federal corporations;

  • Voluntary dissolution of Ontario corporations

  • Financing transactions

  • Early-stage fund raising by issuing SAFE, convertible note;

  • Equity fund raising by issuing common shares, preferred shares;

  • Debt financing;

  • Pledge of shares, personal guarantee, general security agreement, PPSA registration

  • M&A transactions

  • Share acquisition;

  • Assets acquisition;

  • Buy and sale of small business;

  • Legal due diligence

  • Commercial contracts

  • Terms and conditions for supply/purchase of goods and services;

  • Terms of use for website;

  • Privacy policy for website;

  • Distribution agreement;

  • Service agreement;

  • Cooperation agreement;

  • Management agreement;

  • Joint Venture agreement;

  • Non-disclosure agreement

  • Franchise business

  • Franchise agreement;

  • Disclosure document

  • Employment

  • Template employment agreement and offer letter;

  • Intellectual property ownership agreement;

  • Non-disclosure and non-sollicitation agreement

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