Frequently Asked Questions – Centra Lawyers
Find answers to all our most common FAQs. If your question isn’t in our FAQ section feel free to ask HERE.
General FAQ Disclaimer
The questions and answers contained in the Frequently Asked Questions (FAQ) portion of this website are intended for general information purposes only and should not be treated as legal advice. The questions are based on general issues and your specific issue may not be addressed by the answer. Users should not take legal action, or refrain from taking legal action, while relying these FAQ’s. Always obtain legal advice before you make a decision.
Select the categories below for answers to frequently asked questions.
- Incorporated in British Columbia.
- Must register extra provincially in other provinces the corporation does business in.
- Must register to do business in each province it wants to do business in.
- Name protected against further registration in British Columbia, not the rest of Canada.
- Incorporated federally.
- Does not have to register extra provincially in each province it does business in.
- Must register to do business in each province it wants to do business in.
- Name protected against similar registrations in all of Canada.
- Notice of Articles
- Certificate of Incorporation
- Notice of Articles
- Certificate of Incorporation
- Central Securities Register (contains a list of all the shareholders and what shares they hold)
- Register of Directors
- Share certificates
- A shareholders’ agreement
- Shareholders’ loan agreements
- Copies of all shareholders’ and directors’ resolutions
- Annual reports
An employment contract is an agreement between an employer and employee regarding the employee’s term of employment. It can be implied, oral (for example a handshake agreement), or written. A standard employment contract contains information related to the employee’s job, such as their position, responsibilities, compensation, hours of work, vacation entitlements, workplace policies and so on.
A written contract of employment which clearly sets out the essential terms of the agreement between an employee and employer can curtail the possibility of a dispute between the parties later in the employment relationship. Employers will greatly benefit by having a clear and unambiguous termination clause to ensure that they do not violate the notice provisions of the BC Employment Standards Act, otherwise such a clause will be unenforceable, and the employer may be exposed to a greater notice or severance requirement at common law-reasonable notice. The costs of litigation will always outweigh the costs of having an employment contract prepared.
An employee handbook or employee manual gives employees a detailed overview of policies that are specific to your organization along with other key procedures, guidelines, and employee benefits.
An employee handbook sets clear expectations for your employees while also stating your legal obligations and defining employee rights. It can help protect your business against employee lawsuits and claims, such as wrongful termination, harassment, and discrimination. The handbook is also a crucial introduction to your business for new hires, providing insights for new hires to understand your mission and values.
Without effective policies and appropriate investigation processes in place, you risk significant liability and damage to the employees’ confidence in their employer. Workplaces are often the subject of intense scrutiny due to their flawed and/or negligent investigation techniques.
A written contract of employment sets out the essential terms of the agreement. An employee handbook, when incorporated as part of the employment contract, is a contractually binding document.
An Employee Handbook should be tailored to the specific industry related needs of your company, but at minimum should outline all the core policies and procedures of a workplace, along with your company’s values and expectations.
For example: Employers must implement procedures for responding to reports or incidents of bullying and harassment. The procedures must ensure a reasonable response to the report or incident and aim to fully address the incident and ensure that bullying and harassment is prevented or minimized in the future.
Under the common law in Canada, an employee must be terminated with reasonable notice, or pay in lieu of notice (i.e., severance), unless the employer has just cause for termination. A claim in wrongful dismissal arises when an employee has not received proper notice or pay in lieu of notice upon the termination of employment based on the legal requirements
The employee’s misconduct must give rise to a breakdown of the employment relationship. Some examples include, but are not limited to; dishonesty, insubordination, incompetence, theft (including time theft), breach of Employer’s rules and policies. Don’t assume that your employee’s conduct amounts to just cause, consult with a lawyer before terminating an employee for just cause to avoid possible litigation for wrongful dismal.
Severance pay is the compensation provided to an employee by their employer when the employee’s employment is terminated without cause (i.e., no fault of their own) and adequate notice of termination is not provided to the employee.
A “Release of Claims” is a legal document. By signing a Release, an employee typically gives up their right to make any claims against their employer following the termination of their employment. When executed correctly, the signed release may be relied upon by an employer as a defence for any future claims a former employee may attempt to bring against them. Seek legal advice before presenting an employee with a Release of Claims to avoid future litigation.
There are three important sources that will determine how much severance pay an employee will receive upon dismissal: the applicable employment standards legislation, the employment contract between the parties, and the common law. Seek legal advice in preparing an employee severance package to make sure that you are meeting your obligations and to avoid future litigation.
Discrimination is when a worker experiences harmful treatment at work that is connected to a part of their identity protected by the Human Rights Code. Sometimes these are called “protected characteristics” or “grounds of discrimination”. A full list can be found here. Employers have responsibilities under the Code to provide a discrimination free workplace.
A physical disability occurs when a physical or social setting makes it hard for a person with a physical condition to participate. A mental disability occurs when a physical or social setting makes it hard for a person with a mental condition or illness to participate. Both mental and physical disabilities are ‘protected characteristics’ under the BC Human Rights Code.
Under human rights law, all employers are subject to a duty to accommodate employees with disabilities up to the point that the duty imposes an undue hardship on the employer. Accommodation means changing the rule or practice to incorporate alternative arrangements that eliminate the discriminatory barriers. Seek legal advice if you are unable to accommodate an employee on disability to avoid future discrimination claims and possible litigation.
- Is your buyer willing and able?, i.e. does he have the money to pay the purchase price and can he manage the business successfully?
- Can you supply all the documents to allow the purchaser and his team to complete their due diligence?
- Have the parties agreed in principal how the transaction will be structured?
- Will this be a sale of shares or assets?
- It there a Letter of Intent in place?
- Has agreement been reached on your employees?
- When will the transaction close?
- Have you optimized your tax efficiencies?
- Get involved in businesses that you know something about. Alternatively, ensure that you can be trained to manage the business effectively within a reasonable period
- Research the business’ history
- Have a professional look at the financials
- Do a due diligence
- Speak to the employees, see if they are willing to say on.
- Confirm what you are buying; what is included, and what is not
- Is there a lease or property involved?
- Are the accounts and taxes up to date?
- Speak to the suppliers and key customers
- If you are not happy with the results or certain aspects of the business, walk away
- Negotiate the terms and sign a Letter of Intent
- Sign a Purchase Agreement
- Decide on a closing date and close the transaction
- Deal with any post-closing issues
- Limiting personal liability
- Splitting business risk and personal involvement
- Keeping your assets separate from your liabilities and debts
- Limiting risk to areas where risk should be; risk entities
- Using formal structures to utilize statutory protection mechanisms
- Protecting your income through tax structuring and retention strategies
- Demonstrating fiscal and administrative responsibility
- Operating within the confines of the agreed model
- amending bylaws (s. 126);
- authorizing extraordinary expenditures (ss. 96 and 97);
- authorizing a special levy (s. 108);
- authorizing a significant change in the use or appearance of common property, and granting or revoking limited common property designations (ss. 71, 74, and 75);
- acquisition and disposal of property (ss. 78 to 82);
- authorizing litigation (ss. 171 and 172);
- creating or cancelling sections (s. 193);
- amalgamating strata corporations (s. 269) (not applicable to a section)
- allocating expenditures other than prescribed by s.99 (unit entitlement) (s. 100)
- amending the strata plan (ss. 257, 259, 262, 263, 265, and 266)
- cancelling the strata plan (ss. 272, 276, and 284)
When the following is in place:
- The Strata Corporation has a bylaw in place pursuant to s. 53(2) of the SPA, which section stipulates that the strata may make a bylaw that prohibits an owner from voting at a general meeting;
- The Owner is in arrears with s. 116 fees;
- a s. 112(2) notice has been given; and
- 14 days (plus 5) have elapsed from the date of the notice.
- strata fees;
- a special levy;
- a reimbursement of the cost of work referred to in section 85;
- the strata lot’s share of a judgment against the strata corporation [s. 116(1)]
- or interest thereon.
Yes. Strata corporations are able to amend their bylaws from time to time, and those amendments generally apply to all residents in the complex (unless a ‘grandfather’ clause is included). While section 123 of the Strata Property Act recognizes pre-existing rights in relation to pet and age bylaws, it does not deal with pre-existing rights for a behaviour such as smoking. We are not aware of any case law to support the premise that an owner who purchases a strata lot is not subject to a bylaw that governs behaviour after the purchase. Otherwise, bylaws governing behaviour would only apply to those individuals that take up residence after the bylaw is passed, which would create a situation where not all residents would be treated the same
All tenants have the following rights under the Act:
- to obtain a copy of the strata’s bylaws and rules and a Notice of Tenant’s Responsibilities (Form K) from the landlord;
- to inspect and obtain copies of the bylaws and rules from the strata corporation at no charge;
- to request that the strata council grant them short term exclusive use of common property;
- to the same access to any dispute resolution methods as an owner;
All tenants have the following rights under the standard bylaws:
- to attend annual and special general meetings, unless a majority vote is passed to exclude them from the meeting; and
- to participate in discussions at annual and special general meetings if permitted by the chair.
Long term tenants are residential tenants with leases of three years or longer. With some exceptions, long term tenants have the same rights and obligations as landlords under the act, regulations, bylaws and rules for the duration of the lease. Before exercising any rights of the landlord, long term tenants must provide the strata corporation with written notice of the term of the lease and their name. This is most effectively achieved by supplying a copy of the lease to the strata council/ Long term tenants may not take any action that will affect the owner’s interest in the strata lot, common property or land that is a common asset. Long term tenants must pay strata fees, pay special levies that are due within the term of the lease; and maintain and repair parts of the strata lot and limited common property that the bylaws make the owner responsible for. Long term tenants have the right to access and obtain strata corporation records, attend and vote at general meetings, receive strata corporation notices; and to be eligible for election to the strata council.
Yes, provided that they give written notice of the assignment to the strata corporation stating what rights and obligations are assigned to the tenant; the name of the tenant; and the time period that the assignment is effective.
The owner’s (landlord) responsibility to pay the cost of remedying contraventions or fines on behalf of the tenant cannot be assigned to the tenant.
If the Owner has a valid license, yes!
However… Under the new marihuana regulations in force as of June 19, 2013, Health Canada will phase out all marihuana production in residential areas, including residential strata lots. The intent is to phase out private producers and to make medical marihuana available to users through reputable, licensed and controlled producers. Production will take place in secure and highly regulated commercial facilities by licensed professionals. Under the current scheme, there are no specific Health Canada policies dealing directly with medical marihuana being grown in a strata lot. Therefore, it is possible that an owner who lives in a strata lot may have been issued a valid production licence.
Growing marihuana illegally is against the law. Call the RCMP and have them deal with it.
In the Supreme Court
- Matters relating to the interpretation of the Act;
- Matters relating to the duties and obligations of various parties in a strata development;
- Collection of arrears strata fees and interest thereon, special levies and interest thereon (s. 116); and reasonable legal fees (s. 118)
- Filing an Arbitrator’s decision where the award is over $25,000.
- Order for eviction. injunction or other relief against an owner or tenant.
- Where the amount claimed is less than $25,000;
- Filing an Arbitrator’s decision where the award is over $25,000 for:
- debt or damages;
- recovery of personal property;
- specific performance of an agreement relating to personal property or services;
- relief from opposing claims to personal property.
- As representative of all the strata lot owners;
- On behalf of one or more owners about matters affecting their strata lots;
- The strata corporation may sue an Owner
- As a representative of the owners with respect wot matters relating to common property, common assets, bylaws or rules, and an act or omission of the strata corporation;
- By the owner of a strata lot;
- By any third party with a valid claim.
- Action or threatened action of the strata corporation;
- Decision of the strata corporation or strata council;
- Exercise of voting rights by a person who holds 50% or more of the votes, including proxies, at a general meeting.
- per its duty under the Act, Regulations Bylaws and Rules; or
- stop contravening the Act, Regulations Bylaws and Rules
- Personally serving a strata council member; or
- Sending the notice by registered mail to the strata corporation at its most recent mailing address on file at the land title office (LTO)
- Purchase Price and how it is going to be paid
- What is being purchased
- What will happen form the offer, to the signing of the Letter of Intent, to the Date of Closing, and thereafter
- Arrangements in relation to the take-over of the business, i.e. employees, equipment, inventory, etc.
- The closing date
- Agreement in Principal
- Preliminary Deal
- Specific definitions and terms associated with the transaction
- The parties
- The purchase price and payment terms
- Whether it is a share or asset purchase agreement
- Deposits, hold-backs and right of set-off
- Escrow arrangements
- Vendor and purchaser representations and warranties
- Vendor and Purchaser covenants
- Vendor’s and purchaser’s conditions of closing
- Closing date, time and place
- Closing documents required from both parties
- Non-dompetition and restrictive covenant arrangements
- Any further terms applicable to the transaction
- Whether your business is franchisable?
- Is the business of the franchisor viable and feasible?
- Intellectual property right
- Structuring of the franchisor’s business
- Risk management
- Expansion of the business and roll-out models
- Recruitment and Selection process and manual
- Compliance with franchise acts
- Pre-opening processes, including training, and manual
- Day to day operations and Daily Operations Manual
- Legal and other documents required
- Franchise disclosure requirements and documents
- after a certificate of completion has been issued;
- the head contract has been completed, abandoned or terminated; or
- the improvement has been completed or abandoned.