Incorporation & Shareholder Agreement Lawyers, Vancouver
Build your business on a solid legal foundation from day one.
Incorporating in British Columbia involves more than filing paperwork. The decisions you make at formation — structure, governance, shareholder protections — shape your company for years. Romaya Law helps Vancouver founders and business owners get it right from the start.
The moment you incorporate a company in British Columbia, you create a legal entity with its own rights, obligations, and governance requirements. Filing through BC Registries under the Business Corporations Act is the beginning, not the end. Your share structure, articles of incorporation, and whether you adopt a shareholders' agreement determine how decisions get made, who has control, and what happens when circumstances change. As incorporation lawyers serving Vancouver and all of BC, we help founders, entrepreneurs, and business owners build companies with the structural clarity they need — and the legal protections they deserve.
Incorporation in British Columbia: What You Actually Need to Know
BC incorporation is governed by the Business Corporations Act and administered through BC Registries. Beyond the filing itself, founders must make meaningful decisions about authorized share classes, director authority, notice provisions, and registered office requirements. Many entrepreneurs use online incorporation services for speed, only to discover later that default articles do not reflect their intentions — or that the absence of a shareholders' agreement creates serious problems when a co-founder departs or a dispute arises. An incorporation lawyer in Vancouver ensures these foundational decisions are made deliberately and documented correctly from the outset.
Shareholders' Agreements: The Contract That Governs Your Partnership
A shareholders' agreement is the contract that sits alongside your company's articles and governs the relationship between the people who own it. It covers ownership percentages, voting rights, how major decisions are made, restrictions on share transfers, what happens when a shareholder dies or becomes incapacitated, valuation methodology, and exit mechanisms including buy-sell and shotgun clauses. In BC, there is no statutory requirement to have one — but the absence of a shareholders' agreement is one of the most common sources of serious business disputes. A shareholder agreement lawyer in Vancouver can tailor this document to your specific business, relationships, and goals.
Commercial Contracts That Protect Your Business
Most businesses run on contracts — supply agreements, service contracts, independent contractor arrangements, non-disclosure agreements, and commercial leases. In BC, most contract claims are subject to a two-year limitation period under the Limitation Act, which means poorly drafted or ambiguous agreements can leave you exposed. A commercial contract lawyer in Vancouver can draft, review, and negotiate contracts that clearly define each party's obligations, allocate risk appropriately, and include enforceable remedies. Clear contracts prevent disputes from arising in the first place — and position you to enforce your rights if they do.
Corporate Restructuring and Ongoing Governance in BC
Companies evolve — and their legal structure often needs to evolve with them. Corporate restructuring can involve reorganizing share classes to accommodate new investors, completing an amalgamation with a related company, implementing a tax-driven rollover in coordination with your accountant, or updating governance documents to reflect changed relationships. In British Columbia, restructuring transactions require careful legal and tax planning to achieve the intended outcome without triggering unintended consequences. Our corporate lawyers work alongside your accounting and tax advisors to execute restructuring transactions that serve your long-term business objectives.
Ongoing Corporate Maintenance and Compliance
BC companies have ongoing legal obligations after incorporation: maintaining accurate corporate records, holding annual general meetings, filing annual reports with BC Registries, and updating the company's register when directors, officers, or shareholders change. These requirements are straightforward but easily overlooked — and non-compliance can create complications when you need to sell, restructure, or bring in new investors. Romaya Law can handle routine corporate maintenance for Vancouver and BC clients, ensuring your company stays in good standing and your records are accurate when it matters.
How we help with incorporation & shareholder agreements
BC incorporation
Guiding founders through the incorporation process, including share structure design, articles, director appointments, and registered office requirements under the Business Corporations Act.
Shareholders' agreements
Drafting and negotiating customized shareholders' agreements that address governance, share transfers, valuation, exit mechanisms, and dispute resolution for BC companies.
Commercial contracts
Drafting and reviewing supply agreements, service contracts, NDAs, and contractor arrangements that are clear, enforceable, and appropriate for BC's limitation period framework.
Corporate restructuring
Advising on share reorganizations, amalgamations, and governance updates in coordination with tax and accounting advisors across British Columbia.
Corporate maintenance and records
Managing ongoing BC Registries filings, annual reports, and corporate record maintenance to keep your company in good standing.
Frequently asked questions
Explore related practice areas
Speak with us about incorporation & shareholder agreements
Your first consultation is free. We're open 24/7 across Vancouver and BC.