Left unaddressed, one consequence of that imbalance could be a reluctance to provide the service, leaving individuals to make their own Wills—creating much higher opportunities for litigation— or not to make them at all; a highly detrimental outcome for British Columbians generally. The need for public education about the importance and true nature of Will-making was identified by all panelists as important. The problem is not that Wills are too expensive, relative to other services people are willing to pay for, but that the perception is they should be cheap. Reputation built over time also creates awareness of the value of careful Will-making; consistently providing excellent service in that area eventually builds community awareness of—and willingness to pay for—that value. Our final topic was on mental capacity . . . whether our panelists had ever been concerned about a client’s ability to make a document and how the client dealt with that. Our panellists identified the client “on the edge of understanding” in early dementia as raising significant concerns in terms of ascertaining whether that individual was capable of making the document in question. While some prefer to err on the side of caution—avoiding the potential for future dispute, the panel recognized the importance of enabling the person who is capable of making those arrangements to make them. Insights and conversations among all our panel members were incredibly insightful and interesting; I am grateful to the panelists for sharing their thoughts and experiences. I learned a great deal from the discussion and look forward to more discussions of that kind in future. s Dr. Margaret Isabel Hall, BA, LLB, LLM, PhD, is a Professor and BC Notaries Chair in Applied Legal Studies in the School of Criminology at Simon Fraser University in British Columbia, Canada. Volume 31, Number 1, Spring /Summer 2022
CORPORATIONS CRASH COURSE
Corporations and Notarial Practice
N
otaries Public in British Columbia frequently encounter situations in day-to-day practice involving corporate actors or have clients with interests in corporations.
David Barroqueiro
forms that make them attractive vehicles through which to do business. Chief among them is the limited liability of shareholders, because corporations are separate persons from the individuals who control them. Losses, liabilities, and legal actions typically attach to the corporation instead of those individuals.
This article provides a brief overview of corporate structures, Corporations also enjoy Notary corporations, shareholders name protection in jurisdictions agreements, reporting requirements where they under the are registered, Land Owner are favourable Transparency vehicles for Act (LOTA) when In law, corporations are raising capital, corporations “persons” separate from and may be taxed hold an interest the individuals that own at advantageous in land, and rates. On the or control them. ways shares other hand, and control of corporations corporations are often have higher dealt with when startup costs; record-keeping a shareholder dies. obligations are more rigid and may Corporations, Generally be difficult to dissolve compared to other business forms. In law, corporations are “persons” separate from the individuals that The basic unit of ownership own or control them. As “persons,” of a corporation is a share. Shares corporations hold many of the same are often subdivided into classes rights and obligations as natural based on their characteristics, such persons; they can own, buy, and as voting rights, priority to receive sell property; enter into contracts; dividends, and special restrictions. pay taxes; and sue or be sued. There is no limit on the number In a sense, corporations are also of share classes a corporation can immortal—until and unless they have or on the number of shares are dissolved, they continue to exist within a particular class. At a indefinitely. minimum, a corporation must have Corporations possess several advantages over other business
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at least one share class and one available share. TABLE OF CONTENTS
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