Best Investment & Business Structuring Lawyers in Whitehorse

About Investment & Business Structuring Law in Whitehorse, Canada

In Whitehorse, Investment and Business Structuring law combines federal frameworks with Yukon territorial rules. This creates options for whether a business is incorporated federally or within Yukon, each with distinct governance and reporting requirements. Proper structuring helps manage liability, tax planning, and investor relations for companies operating in the territory and beyond.

Key considerations include choosing the right corporate form, setting up share classes and governance rules, and ensuring compliance with ongoing reporting and regulatory obligations. Territorial statutes in Yukon govern local matters such as incorporation, corporate records, and annual filings, while federal acts may apply if you choose a national or cross-Canada structure. Consulting a Whitehorse-based lawyer keeps you aligned with both levels of law.

For a broad overview of federal corporate law, see the Canada Business Corporations Act (CBCA).

Source: laws.justice.gc.ca

For foreign investment review and national regulatory considerations, refer to the Investment Canada Act.

Source: laws.justice.gc.ca

Why You May Need a Lawyer

In Whitehorse, you may need legal counsel to tailor an investment or business structuring plan to local conditions and opportunities. A lawyer can translate your business goals into a compliant corporate framework. This reduces risk and supports smoother growth in the Yukon market.

• You are forming a Yukon-based corporation to win a municipal or territorial contract that requires a formal corporate structure and governance documents.
• You plan to convert a sole proprietorship or partnership into a Yukon corporation to limit personal liability for a mining, forestry, or tourism project in Whitehorse.
• You have a cross-border ownership arrangement with a U.S. partner and need a robust shareholder agreement, pre-emption rights, and cross-border tax planning.
• You intend to raise capital from investors and must prepare a cap table, stock option plan, and securities disclosures compliant with Yukon and federal rules.
• You need a security agreement, loan documentation, or collateral for a Yukon loan, requiring a precise understanding of the Personal Property Security Act and related filings.
• You face a shareholder dispute, corporate governance gap, or potential buyout, which requires a legally sound exit strategy and negotiation framework.

Local Laws Overview

Whitehorse businesses operate under Yukon territorial statutes for local corporate matters, and federal laws when applicable. The most common statutory pillars involve corporate formation, governance, and reporting. Always verify the current text of statutes and any recent amendments with official sources before acting.

• Canada Business Corporations Act (CBCA) - Governs federally incorporated corporations and their governance, with requirements for directors, officers, annual filings, and share structure. Effective framework for national operations; applicable if you incorporate federally. Source
• Yukon Business Corporations Act (YBCA) - Governs Yukon-incorporated companies, including formation, corporate records, and annual reporting obligations. Always consult the consolidated Yukon statute for current provisions and any amendments. Yukon Government
• Partnerships Act (Yukon) and related territorial statutes - Address partnership formation, liability, and dissolution when operating a business as a general or limited partnership in Whitehorse. Check current Yukon legislation for exact requirements. Yukon Government

Frequently Asked Questions

What is the difference between federal and Yukon incorporation?

Federal incorporation uses the Canada Business Corporations Act and enables nationwide operations. Yukon incorporation uses the Yukon Business Corporations Act and focuses on governance within the territory. Both require corporate records and annual filings, but the filing authority and some governance rules differ.

How do I start a Yukon corporation for my Whitehorse business?

Choose federal or territorial incorporation, perform a name search if required, prepare Articles of Incorporation and corporate by-laws, and file with the appropriate registry. A lawyer can help ensure the documents reflect your ownership structure and future plans.

Do I need a lawyer to incorporate in Whitehorse?

While you can complete simple filings yourself, a lawyer reduces the risk of errors in articles, share classes, and corporate records. They can also help with governance documents and future fundraising or acquisitions.

How much does it cost to set up a Yukon corporation?

Costs include government filing fees, legal fees for documents, and potential name search costs. Exact amounts vary by whether you incorporate federally or in Yukon and by the complexity of your share structure.

How long does it take to incorporate in Whitehorse?

Simple territorial incorporation can take a few days to a few weeks depending on name availability and document accuracy. Federal incorporation timelines vary with service speed and review times.

What ongoing obligations apply after incorporation?

You must maintain corporate records, hold annual meetings, file annual returns or reports, and keep books and records up to date. Jurisdiction-specific requirements must be followed for good standing.

Can a non-resident own a Yukon company?

Yes, non-residents can own Yukon corporations, but ownership structures, tax implications, and reporting may differ. A lawyer can help ensure compliance with cross-border requirements.

What is a shareholder agreement and why do I need one?

A shareholder agreement outlines ownership, voting, transfer restrictions, and exit strategies. It helps prevent disputes by documenting expectations and procedures for changes in ownership.

How do I protect intellectual property in Yukon?

IP protection requires careful structuring of ownership for patents, trademarks, and copyrights, typically with agreements assigning IP to the correct entity. A lawyer can help coordinate IP strategy with corporate documents.

What is the typical timeline for restructuring an existing business?

Expect several weeks to complete due diligence, draft agreements, and obtain approvals. Timeframes depend on the organization's size, complexity, and whether financing or regulatory approvals are involved.

Do I need to register with securities regulators if I plan to raise funds?

Raising funds may trigger securities laws and disclosure requirements, especially for public or quasi-public offerings. A lawyer can determine whether exemptions or full disclosures are needed.

What should I review before signing a formation or investment agreement?

Review share structure, governance rights, transfer restrictions, and any investor protections. Ensure compliance with both Yukon and federal requirements and coordinate with tax planning.

Additional Resources

• Yukon Government - Doing business in Yukon - Official guidance on starting and running a business in Whitehorse, including registration, licensing, and compliance steps. Yukon Government
• Canada Revenue Agency (CRA) - Federal tax obligations for corporations, payroll, and GST/HST. CRA
• ISED Canada (Innovation, Science and Economic Development) - Information on business registrations, entrepreneurship resources, and regulatory guidance at the federal level. ISED Canada

Next Steps

1. Clarify your business goals and choose between federal or Yukon incorporation based on where you expect to operate. This decision drives who you engage and what documents you file.
2. Prepare a basic structure outline including ownership, share classes, and governance. Collect identity documents for all proposed directors and shareholders.
3. Consult a Whitehorse-based corporate lawyer to assess structure, draft Articles of Incorporation or equivalent documents, and plan for potential fundraising or cross-border needs.
4. Obtain a name search if required and file the necessary incorporation documents with the appropriate registry. Ensure your chosen name is unique and compliant.
5. Set up corporate records, a minute book, and an initial shareholder agreement if there are multiple owners. This supports governance and future exits or transfers.
6. Review tax implications with CRA and Yukon tax authorities, including corporate tax, payroll, and any applicable incentives. Schedule a tax planning session with your lawyer or an accountant.
7. Establish a filing schedule for annual returns and corporate updates. Confirm deadlines with your lawyer to maintain good standing and avoid penalties.