Knowledge base

Questions Ontario business owners ask before sending a matter

Every question DRG Law hears, grouped by the decision in front of you. Skim the area you are weighing, open the question that fits, and send the matter when you are ready.

Corporate decisions

Corporate Decisions

The decision behind incorporation, one owner or two, one share class or more, holding company or not, is what shapes the company. DRG Law writes that decision before the form is filed.

Should I incorporate, or stay as a sole proprietor?

Incorporate when one of three things is true: your revenue is high enough that keeping money inside the company saves you tax, a partner is joining, or a customer or landlord is asking for a company on the other side of the contract. If none of those apply, staying as a sole proprietor is fine.

When is a holding company worth setting up?

A holding company makes sense when the operating company will generate retained earnings the owner wants to keep aside from operating risk, when more than one operating company is on the horizon, or when family or succession planning needs a place to hold shares outside the business that runs day to day.

How much does it cost to set up an Ontario corporation properly?

The government filing itself is a small fixed fee. The legal work, the structural decision, the shareholders' agreement, and a complete minute book on day one, is quoted in writing before the file opens, against a defined scope.

What changes when a second owner joins later?

The share register, the shareholders' agreement, the directors' register, and the company's official records all change. The earlier the second owner's role is named, the lower the cost of writing them in.

Read the full Corporate Decisions pillar →

Real estate decisions

Real Estate Decisions

The business move behind the property close, the use, the exit horizon, the financing structure, sets the closing approach. DRG Law writes the move before the conditions waive.

How early should an Ontario buyer hire a real estate lawyer?

When the offer is made, or at the latest before the conditions in the offer expire. Reading the offer before the conditions go away removes the most expensive surprises. Calling after the deal is firm closes most of those doors.

Can an Ontario real estate purchase close with the lawyer working remotely?

Yes. DRG Law closes residential and commercial purchases across Ontario by video and electronic signature where the rules allow it. The title check, the lender's instructions, and the closing-day numbers move the same way they would in person.

What does an Ontario commercial lease cost a tenant beyond the rent?

Base rent is one part of the bill. Additional rent, property tax, building insurance, common-area maintenance, utilities, runs alongside it, and on most leases the tenant carries the personal guarantee until the term ends. DRG Law breaks every line of the lease into a clear monthly cost before the offer goes back.

How long does a residential closing in Ontario take?

From a signed and firm offer to the closing date, most files run thirty to sixty days. DRG Law opens the file the moment the offer becomes firm and works backward from the closing date.

Read the full Real Estate Decisions pillar →

Succession decisions

Succession Decisions

The succession question, who controls the company shares, who runs the business, how the family arrangements lock in, sits behind the will, not inside it. DRG Law writes that question first.

Why is a will drafted last in a succession plan, not first?

The will records what the structural decisions decide. Writing a will before the control question, the operating question, and the family arrangements are written usually ends in a document that contradicts the company records or the family agreements. The will follows the structure.

Does the succession plan need the accountant in the room?

Yes. The tax shape of a share transfer, an estate freeze, or a trust arrangement is set jointly by the lawyer and the accountant. DRG Law works with the owner's accountant from the first call.

What is an estate freeze in plain English?

An estate freeze stops the value of the current owner's shares from growing further, and lets the growth from that point forward accrue to the next generation or a trust. It is a tax-planning step that has to be done while both the owner and the company are healthy. DRG Law and the accountant write the freeze together.

What happens to the company if there is no plan in place?

Ontario default rules decide. The shares pass under the will, or under intestate succession if there is no will. The operating company keeps running on whatever resolutions are on file. Most outcomes under defaults are not what the owner would have chosen.

Read the full Succession Decisions pillar →

Read before sign

Read Before Sign

Every commercial document carries four to six clauses that change the deal. DRG Law reads those first, in writing, before the owner signs.

What should an Ontario owner read before signing a commercial lease?

Five clauses change every Ontario commercial lease: the personal guarantee, the renewal terms, the demolition clause, the relocation clause, and the default trigger. DRG Law reviews each clause against the owner's exit horizon before the offer goes back to the landlord.

How long does DRG Law take to review a contract?

A short contract of ten pages or fewer comes back within two business days. A long commercial agreement or lease comes back within three to five business days, depending on length. Tight timelines are accommodated where possible, with the turnaround confirmed in writing when the file is taken.

Does DRG Law mark up the contract, or only point out issues?

Both, on request. The standard output is the contract with changes shown directly, plus a short note naming the main changes, the smaller ones, and the clauses that carry the most risk if left as written.

What does a contract review cost?

The cost is by document type and length, confirmed in writing before the review starts. No file is opened before the cost is on paper.

Read the full Read Before Sign pillar →

The written brief

The written brief

Every DRG Law file ends in five short lines: the risk in the file, the cost of the work, the dates that matter, the decision the owner has to make, and the next step that follows. The written brief is what the owner reads and acts on.

What does an Ontario business lawyer write before a deal closes?

DRG Law writes five short lines before any deal closes: the risk in the file, the cost of the work, the dates that matter, the decision the owner has to make, and the next step that follows. The owner reads the brief and acts on it before money or signatures move.

What does the brief look like on a contract review?

Risk: the clauses that carry the most cost if left as written. Price: the fixed fee for the review, in writing. Timeline: when the marked-up contract comes back. Decision: the changes worth asking for and the ones worth accepting. Next step: the note the owner sends to the other side, or the call to walk through it together.

Does the owner get the brief in plain English?

Yes. The brief is written in business terms, not legal terms. Where a formal document name is needed, the formal name appears with a one-line gloss in everyday English. The owner reads the brief without a translator.

What happens if the file changes after the brief is sent?

An updated brief goes out. New risk, new price, new timeline, new decision, or new next step, whichever changed. The owner is not left guessing why the file moved.

Read the full The written brief pillar →

Personal exposure

Personal Exposure

A personal guarantee on a company commitment binds the owner's personal assets to the company's obligation. DRG Law names the exposure before the signature.

What does a personal guarantee on a commercial lease actually cost the owner?

A personal guarantee binds the owner's personal assets to the full lease term. If the company closes early, the landlord recovers against the owner's house, savings, and investments. The clause survives the company that signed it. DRG Law names three structural options before the signing date.

Can a personal guarantee on a commercial lease be removed?

Sometimes. Landlords in soft leasing markets accept time-limited guarantees, capped guarantees, or good-guy guarantees instead of a full personal one. In tight markets, the guarantee usually stays; the structural moves are around its size and length.

Does an Ontario corporation really protect the owner's personal assets?

Yes, when the obligation is purely the corporation's. The corporation is the wall between business risk and personal life. The wall comes down clause by clause, every time a personal guarantee is signed on a company commitment.

What is a 'good-guy' guarantee on an Ontario commercial lease?

A good-guy guarantee limits the owner's personal exposure to the landlord's costs of finding a replacement tenant if the company leaves early. It is a structural middle ground between a full personal guarantee and no guarantee. DRG Law asks for it where the landlord will entertain it.

Read the full Personal Exposure pillar →

Same lawyer, start to finish

Same Lawyer From First Call to Closing

One lawyer reads the first message, runs the file, and answers the calls. The lawyer who opens the file is the lawyer who closes it. No handoff to a junior lawyer the owner has not met.

Why should one lawyer hold a small business legal matter from first call to closing?

The lawyer who reads the first message carries the context every later decision depends on. DRG Law runs on one lawyer holding the file and the conversation, no handoff to a junior lawyer the owner has never met. The lawyer who opens the file is the lawyer who closes it.

What happens if Damaris is not available, sick day, vacation, conflict?

DRG Law plans for it. Live files have a written status the owner can read at any time, and Damaris arranges coverage with named co-counsel for the windows she is away. The handoff for cover is short, named, and time-limited.

Does the same-lawyer model limit the size of files DRG Law can take?

Yes. Files that need a full team of lawyers (very large deals, multi-jurisdiction restructures, complex litigation) are referred to bigger firms. The same-lawyer model fits matters the right size for one senior lawyer to hold, which is most of what an Ontario owner-operated business needs.

What does the same-lawyer model save the owner, in real terms?

The owner does not pay to re-explain the file. The lawyer does not repeat work already done. The decisions get made faster because the context is already in the room.

Read the full Same Lawyer From First Call to Closing pillar →

English or Portuguese

EN | PT, Bilingual Counsel for Ontario

DRG Law works in English or Portuguese with the same legal substance. The brief is the same shape in both languages, written by the lawyer who reads in both.

Can Ontario legal work happen in Portuguese for a Brazilian-Canadian owner?

Yes. Damaris is dual-qualified in Canada and Brazil and writes the brief in either language. The Ontario legal substance stays the same. The owner reads, discusses, and decides in Portuguese, English, or both side by side.

Is the Portuguese work a translation of the English work?

No. DRG Law writes the file in the language the owner reads. The legal substance is the same; the language is not a translation step, it is the working language for that file. The conversation, the brief, the explanations all happen in the owner's language.

Does cross-border work between Canada and Brazil need two lawyers?

Not always. Damaris is qualified in both jurisdictions and can hold the file on both sides for matters within scope. For files that need court appearances in Brazil, DRG Law coordinates with local Brazilian counsel directly.

Does the LSO permit a Brazilian lawyer to give Ontario legal advice?

Damaris is called to the Ontario bar (LSO Reg. 91022I) and is qualified to give Ontario legal advice in any language she reads. The Brazilian credential is a second qualification, not a substitute for the Ontario one.

Read the full EN | PT, Bilingual Counsel for Ontario pillar →

Corporate records

Corporate Records Before Audit, Sale, or Lender

An Ontario corporation's minute book, share register, and annual filings become visible at the moment they cause a problem. DRG Law keeps the records current before the third party asks.

What corporate records will an audit, a buyer, or a lender ask for?

An Ontario corporation under audit, sale, or financing review needs the minute book up to date, the share register reconciled, the annual resolutions filed, and the founding documents indexed. DRG Law runs a twelve-item readiness check that names each missing record before the request from the third party arrives.

Why does the record book matter if no one is asking for it?

The record book becomes visible at the moment it causes a problem. A buyer asks for it during a sale. A lender asks for it before approving a loan. The Canada Revenue Agency asks for it during a review. Keeping it current is cheaper than fixing it under a deadline.

Can DRG Law take over records from a previous firm or accountant?

Yes. DRG Law goes through the existing records, finds the gaps, fills them in, brings the share list up to date, and takes the file forward. Most takeovers reach current standard in two to four weeks, depending on the size of the gap.

What does the records-upkeep service cover?

Yearly approvals from the directors and shareholders, sign-offs on the financial statements, audit waivers, entries in the official record book, updates to the share list, change-of-address filings, and the once-a-year filing required by the Ontario Business Corporations Act. The service keeps the file current between deals.

Read the full Corporate Records Before Audit, Sale, or Lender pillar →

By area

Questions about how each area works

Scope, timing, fees, and how DRG Law handles a specific kind of file. The questions below are area-specific.

Business Law

Should I incorporate, or is being a sole proprietor enough?

Incorporate when one of three things is true: your revenue is high enough that keeping money inside the company saves you tax, a partner is joining, or a customer or landlord is asking for a company on the other side of the contract. If none of those apply, staying as a sole proprietor is fine. DRG Law walks you through the choice based on your plan, not as a default answer.

How fast can a new Ontario company be set up?

The filing with the government takes one to three business days. The slower step is the company record book: the rules, the first decisions, the share list, and the official record. Most files are done end-to-end in about two weeks, from your first message to the finished record book.

What does DRG Law do that an online filing service does not?

An online service files the form and ships you a template. DRG Law advises on how to set up the shares for tax and growth, writes a shareholders' agreement that fits the real partners, sets up a holding company when that helps, and stays available for the changes that come later. The legal work after the form is where DRG Law sits.

Can DRG Law handle the full sale or purchase of a business?

Yes, for deals that fit one lawyer. DRG Law handles the planning, the offer letter, the contract, the schedules, the closing day, and the after-closing filings. Very large deals that need a full team are referred to a bigger firm.

How do fees work?

For common work like incorporations, shareholders' agreements, and share transfers, DRG Law quotes a fixed price against a written list of what is included. For matters that change as they go (large deals, restructures, many parties), DRG Law quotes a price range against the same written list and updates you each week. No file starts before you see the cost in writing.

Can DRG Law act for both partners in a partnership matter?

Not when the partners want different things. DRG Law can act for the company itself, or for one partner while the other partner uses a separate lawyer. The check for any conflict runs at the start, before any advice is given.

Real Estate

How early should I hire a real estate lawyer?

When you make the offer, or at the latest before the conditions in the offer expire. Reading the offer before the conditions go away removes the most expensive surprises. Calling after the deal is firm closes most of those doors.

What is included in a standard home closing?

A home closing covers the title check, title insurance, the questions sent to the seller's lawyer, the closing-day number sheet, the documents both sides sign, the money transfers, and the after-closing registration with the government. DRG Law handles each step and writes you a one-page closing summary in plain English.

What does title insurance actually cover?

Title insurance covers losses from problems with the legal ownership of the property: paperwork errors, survey problems, fraud, hidden work orders against the property, and certain claims nobody knew about. It does not replace the title check. Title check plus title insurance is the standard pair on every Ontario home purchase.

How long does a home closing take?

From a signed offer to the closing day, most files run thirty to sixty days. DRG Law opens the file the moment the offer becomes firm and confirms what documents are needed in the first week. The closing date itself is set by the offer, and DRG Law works backward from it.

Can DRG Law act for both buyer and seller?

Not in the same deal. The check for any conflict runs at the start. DRG Law acts for one side and points the other side to a separate lawyer. For lender representation, DRG Law can act for both you and the lender on home purchases when both sides agree and the lender is on the LSO's approved list.

What does DRG Law charge for a home closing?

Fees are published by file type and confirmed in writing before the work starts. The price depends on whether the file is a purchase, a sale, or a refinance, and on which extra items (title insurance, mortgage payoff, after-closing registration) are included. The final number is confirmed when DRG Law takes the file.

Employment Law

How much severance is an Ontario employee actually owed?

Ontario severance has two layers: the Employment Standards Act minimum (one week per year of service, capped at eight weeks) and the common-law reasonable notice (typically two to four weeks per year of service, weighed against the Bardal factors — age, position, length of service, availability of similar employment). The common-law number almost always exceeds the ESA minimum. DRG Law calculates both before any release is signed.

Should I sign the release the employer sent with the severance offer?

Not before the offer is reviewed. The release is a full waiver of every legal claim the employee has against the employer. Once signed, the negotiating leverage is gone. DRG Law reviews the offer, names the gap against the common-law range, and writes the counter-position before any signature moves.

What is a constructive dismissal?

A constructive dismissal happens when an employer unilaterally changes a fundamental term of employment (pay, role, location, hours) without the employee's agreement. The employee can treat the change as termination and pursue severance as if they had been let go. DRG Law writes the record and names the legal ground before any action is taken.

How long do I have to take action on a wrongful dismissal claim in Ontario?

Two years from the date of termination, under the Ontario Limitations Act. ESA complaints are subject to a separate six-month limitation. Acting earlier keeps the record fresh and preserves negotiating leverage.

What does an employer need to consider before terminating an employee?

Before terminating without cause, an Ontario employer should confirm the employment contract's termination clause is enforceable (recent case law has narrowed enforceability), calculate ESA minimums, estimate common-law reasonable notice, and decide whether the termination package will be ESA-only or include the common-law top-up. DRG Law writes the termination decision before the conversation happens.

Can DRG Law act for both employers and employees?

Yes, on different files. A conflict check runs at the start of every matter. DRG Law cannot act for both sides on the same termination or contract.

Contract Review

Which contracts does DRG Law review?

Commercial agreements, employment and contractor contracts, supplier and vendor agreements, non-disclosure agreements, leases, partnership documents, and licensing agreements. DRG Law reads the contract the way the lawyer on the other side wrote it, flags the clauses that carry real business cost, and writes the changes that close the gap. If the contract is outside DRG Law's areas, Damaris will point you to a more direct lawyer.

How long does a typical review take?

A short contract of ten pages or fewer comes back within two business days. A long commercial agreement or lease comes back within three to five business days, depending on length. Tight timelines are accommodated where possible, with the turnaround confirmed in writing when the file is taken.

Does DRG Law mark up the contract, or only point out issues?

Both, on request. The standard output is the contract with changes shown directly, plus a short note naming the main changes, the smaller ones, and the clauses that carry the most risk if left as written. You can send the marked-up version to the other side directly, or use the note as a reference during the conversation.

What does a contract review cost?

The price is being finalised by file type and length. The figure is confirmed in writing before the review starts.

Notary and Sworn Statements

Which documents can DRG Law notarise or swear?

Affidavits, sworn statements, consent forms, ID confirmations, certified copies of company or ID documents, and signatures on documents going outside Ontario. Damaris is both a notary public and a commissioner of oaths, by appointment.

Does the person signing have to be there in person?

In most cases, yes. Ontario rules require the person signing to be there in person to swear or confirm the document in front of the notary. Remote signing is allowed in narrow cases. DRG Law confirms whether your document qualifies when you book.

Can DRG Law notarise documents for use outside Ontario?

Yes. Ontario notary seals are accepted in most places. Documents going to some countries need an extra stamp from the Canadian government (called an apostille). DRG Law names that extra step when you book if the country you are sending to needs it.

What does it cost?

Notary and sworn-statement fees are priced by document type. The final number is confirmed when you book the appointment.

Company Records Upkeep

What does the records upkeep service cover?

Yearly approvals from the directors and shareholders, sign-offs on the financial statements, audit waivers, entries in the official record book, updates to the share list, change-of-address filings, and the once-a-year filing required by the Ontario Business Corporations Act. The service keeps the file current between deals.

Why does the record book matter if no one is asking for it?

The record book becomes visible at the moment it causes a problem. A buyer asks for it during a sale. A lender asks for it before approving a loan. The Canada Revenue Agency asks for it during a review. Keeping it current is cheaper than fixing it under a deadline.

Can DRG Law take over records from a previous firm or accountant?

Yes. DRG Law goes through the existing records, finds the gaps, fills them in, brings the share list up to date, and takes the file forward. Most takeovers reach current standard in two to four weeks, depending on the size of the gap.

How is the service priced?

The work runs as a yearly subscription that covers the standard filings and decisions, with one-time clean-ups quoted separately. The final price is being finalised; it is confirmed in writing when you sign up.

Next step

Send the question DRG Law has not answered yet

If the question on your file is not above, send the matter to Damaris. The first reply names whether DRG Law can help, holds the file for you, or routes you to a more direct lawyer.