403-283-8018
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1109 Edmonton Trail NE, Calgary, AB T2E 3K3
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348 14 Street NW, Calgary, AB T2N 1Z7
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[email protected]
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Mon–Fri: 8:30AM – 5:00PM
403-283-8018 Book Consultation
Osuji & Smith Lawyers
ESTABLISHED EXCELLENCE

Business coperate

Business & Corporate Lawyers Calgary | Osuji & Smith
Osuji & Smith — Business & Corporate Law
Calgary's Business Lawyers

Business & Corporate Legal Counsel

Serving startups, growing companies, and established enterprises across Alberta — from the first shareholder agreement to a multi-million dollar acquisition.

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Multi-Office Calgary · Toronto · Vancouver · Dubai
600+ Google Reviews
130+ Awards Won
150+ Combined Years of Experience
45+ Years of Service
32+ Languages Spoken

Who We Help

We act for small, midsize, and large corporations across Alberta. Whether you are structuring a new venture, acquiring a business, resolving a shareholder dispute, or navigating a franchise arrangement, our team brings the commercial understanding and legal precision your situation requires. In a fast-changing global economy, we tailor our legal advice based on your priorities and goals — and we go the extra length to help our clients grow their businesses.

Osuji & Smith Business Lawyers
150+ Combined Years of Experience
Our Approach

Business Advice That Guides You Forward

Every business decision of consequence has a legal dimension. Agreements, contracts, incorporation structures and partnerships entered without a properly drafted contract all accumulate. When they are handled well from the start, they become the foundation your business grows on. When they are not, they become the problems you spend years resolving.

Being approachable and developing a strong relationship with you are essential parts of how this practice operates. Our clients appreciate our willingness to go the extra length in helping them grow their businesses. We have assisted clients from small, midsize and large corporations — and we take the time to understand what is important to you and your business before we give you advice.

Our business and corporate lawyers work with founders, executives, and business owners at every stage — from incorporating a new company and drafting the first shareholders agreement, to guiding a multi-million dollar acquisition or resolving a complex commercial dispute.

Our Services

Business & Corporate Law Services

Starting a Business

A strategic business formation is a crucial first step. We guide you in choosing and structuring the right business type — sole proprietorships, partnerships, corporations, joint ventures, franchises, and trade names — and ensure it suits your goals, liability needs, tax considerations, and growth plans.

Incorporations

Incorporating your business provides limited liability, tax advantages, improved access to grants and loans, and continuity of the company independent of its founders. We tailor our advice to your stage of business and help you determine when and how to make the transition.

Business Agreements & Contracts

We prepare and review partnership agreements, joint venture agreements, unanimous shareholders agreements, service agreements, franchise agreements, employment agreements, non-competition and confidentiality agreements, and asset purchase and sale agreements. We identify the risks before you sign.

Buying & Selling a Business

Buying or selling a business involves more decisions than most clients anticipate. We guide you through the full transaction — from structuring the deal and conducting due diligence to drafting the purchase agreement and managing the closing. We help you understand all hidden costs and risk factors involved.

Shareholder Agreements & Disputes

A well-drafted shareholders agreement prevents most disputes before they start. When disputes arise, we represent shareholders in negotiations, mediations, and litigation — including corporate oppression claims where the rights of minority shareholders have been disregarded.

Corporate & Commercial Litigation

Our corporate litigation lawyers have years of experience resolving disputes at different levels of the Alberta court system. We provide tactical, cost-effective representation for contract disputes, franchise disputes, copyright violations, corporate oppression claims, and all forms of commercial litigation.

Franchise Law

Franchise arrangements carry specific legal obligations on both sides. We advise franchisors and franchisees on their rights and responsibilities, review franchise disclosure documents, and represent clients in franchise disputes where the relationship has broken down.

Maintaining a Business

Our role does not end at business formation. We assist with corporate name changes, corporate securities, corporate policies and procedures, maintaining minute books, annual returns, drafting and maintaining employee contracts, acting as registered office, and dissolving companies in Alberta.

Contract Negotiations

Not every business matter requires litigation. Where negotiation is the right tool, we represent your interests at the table with the preparation and commercial awareness that produces agreements both parties can build on. We can find strategic solutions to your business law concerns.

Starting a Business

Choosing the Right Business Structure

A strategic business formation is a crucial first step towards running a successful business. Our competent business lawyers will take the time to understand your goals. We will make sure, moving forward, that your business suits your needs and purpose.

We can guide you in understanding the advantages and disadvantages of one type of business over another. There are several factors to consider when structuring your business — liability issues, tax considerations, costs to establish, the number of members, and profit distributions, to name a few.

Our corporate lawyers offer competent legal guidance in structuring the following types of businesses:

  • Sole proprietorships
  • Partnerships
  • Corporations and joint ventures
  • Franchises
  • Trade names

Beyond Formation: Maintaining Your Business

Our role as your business lawyer does not end at the formation of your business. We offer additional legal services that help you maintain a viable, compliant, and growing company:

  • Corporate name changes
  • Corporate securities
  • Corporate policies and procedures
  • Maintaining corporate minute books
  • Annual returns
  • Drafting and maintaining employee contracts
  • Acting as registered office for corporations
  • Dissolving companies in Alberta

Our expertise in corporate financing and corporate litigation has helped our clients avoid unwanted litigation while making important decisions on the capital structure of the corporation. Issues around employee relations are also handled by our lawyers.

Contracts & Agreements

Ditch the Templates. Get It Right.

When Should a Lawyer Get Involved?

Often when people hear the words "contract" or "agreement," they assume a lawyer isn't involved unless something goes wrong or there's a breach. That assumption is costly.

Because of the rise of online purchases of cookie-cutter contracts, we have seen an increase of businesses and individuals suffering from poorly drafted agreements. Often, these invalid contracts don't consider Alberta's laws and regulations. They are more of a legal liability than a form of protection.

The truth is, our team of Calgary lawyers spend countless hours preparing and revising legal documents. Most of the contracts we modify or rewrite are contracts that clients have purchased online with sections that don't apply to their business or situation.

A lawyer doesn't just step in when someone doesn't hold up their end of an agreement. We are often closely involved in the preparation process before the contract is even signed — to avoid future headaches and litigation issues.

For many businesses and individuals, having a well-planned and executed contract can save a tremendous amount of stress and money. From thoroughly understanding the terms of an agreement, to writing one from scratch, our experienced lawyers can help bring peace of mind and clarity to your unique needs.

We draft, review, and revise business contracts including:

  • Partnership agreements
  • Joint venture agreements
  • Franchise agreements
  • Unanimous shareholders agreements
  • Assets purchase and sale agreements
  • Service agreements
  • Non-competition and non-solicitation agreements
  • Confidentiality agreements
Buying & Selling a Business

Protecting You Through Every Transaction

The entrepreneurial spirit is strong here in Calgary. Our city doesn't just attract new start-ups — there is considerable activity in the selling and acquiring of existing businesses. Like starting a business from the ground up, the sale and acquisition of an existing business come with their own set of legal challenges.

Osuji & Smith Lawyers will help you transition and organize the sales and transfer as smoothly as possible. Our corporate legal knowledge helps our clients identify risk factors and avoid them where possible.

When considering selling or buying a business, there are critical risks to consider:

  • Are you paying or receiving a fair price?
  • Have you considered all of the hidden costs involved in the transaction?
  • Is the financing secured and ready?
  • If purchasing, how liable are you if the business fails?
  • If selling, have you been upfront and transparent? Could future legal proceedings result from concealing critical information from the buyer?

Speak to a Lawyer Before You Sign Anything

Despite how successful and established a company is, new ownership can change the course for the brand — for better, or for worse. This is why we strongly recommend seeking a qualified lawyer's help before any business transaction occurs.

Do not wait until negotiations have begun, or paperwork has already been signed. Understand the risks involved in this important transaction. The guidance of a business lawyer can save you a significant amount of stress and money in the long run.

In business sales and acquisition matters, the process often involves the drafting and reviewing of essential business agreements such as:

  • Partnership agreements
  • Joint venture agreements
  • Franchise agreements
  • Unanimous shareholders agreements
  • Asset purchase and sale agreements
  • Service agreements
Common Questions

Business Law FAQs

What does it mean to incorporate?
A corporation is a legal entity, and in law, a corporation has an independent legal personality. Essentially, the process results in a business being separate from its owners. This means the corporation can own property, enter into contracts, and take legal action in its own name — and it continues to exist independently even if ownership changes or a founding member passes away.
Who should incorporate, and when?
Anyone can incorporate, but there is no magic number that determines the perfect time to do so. Often, the choice is reflected in the stage you are at as a company. When starting out, many entrepreneurs begin as a sole proprietor or partnership. As the company grows, incorporating becomes the more beneficial path. As a general guide, if your business is bringing in $100,000 or more, incorporation is worth discussing with a lawyer. Since you are not locked into the business structure you started as, making the switch once your company is more established is a typical course of action.
What are the advantages of incorporating?
Incorporation offers four key advantages. First, limited liability — if someone takes legal action against you as a sole proprietor, you assume all personal liability. As a corporation, liability is more limited. Second, financial benefits, especially when it comes to taxes and tax planning. Third, improved access to grants and loans. And fourth, continuity — because a corporation is an independent legal personality, it can continue in the absence of the founding director or shareholder.
Should I incorporate if my business is small?
Between the costs, the administrative work, and the time involved in making the swap, some small businesses aren't sure if incorporation is the right structure for them — and that is a legitimate question. At Osuji & Smith, our Calgary lawyers understand the confusion business owners face. We will assess your situation, tailor our advice to your priorities and goals, and find strategic solutions that offer the best outcomes for your company. If you are considering incorporating your business, do not hesitate to talk to us.
When should I speak to a lawyer about buying or selling a business?
As soon as possible. Do not wait until negotiations have begun, or paperwork has already been signed. The guidance of a business lawyer before any transaction occurs can save you a significant amount of stress and money in the long run. Understanding the risks involved in this important transaction — and having someone identify them before they become your problem — is exactly what a business lawyer is for.
What is the process for buying or selling a business in Calgary?
The sale and acquisition of an existing business involves several key stages: structuring the deal, conducting due diligence, drafting and reviewing essential business agreements (such as partnership agreements, joint venture agreements, asset purchase and sale agreements, unanimous shareholders agreements, franchise agreements, and service agreements), and managing the closing. Our lawyers guide you through the full transaction, helping you identify risk factors and avoid them where possible.
What hidden costs should I watch for when buying a business?
Beyond the purchase price, buyers often underestimate the costs of legal due diligence, employee transition obligations, assumption of existing contracts and liabilities, regulatory compliance requirements, integration costs, and financing fees. We help you understand all of the possible outcomes involved in the acquisition process before you commit to anything.
What legal risks do sellers face?
Sellers can face significant legal exposure if they have not been upfront and transparent with buyers. Concealing critical information from the buyer can result in future legal proceedings, including claims for misrepresentation or breach of contract. We help sellers understand their disclosure obligations and structure transactions in a way that protects them after the deal closes.
What is a contract, and when is it legally binding?
A contract is an agreement between two or more parties for the doing or not doing of something specified — and this agreement is enforceable by law. When parties enter into a legally binding contract and do not fulfill their obligations, it is considered a breach of contract. In some instances, these cases will go to court and will ultimately require the involvement of legal professionals.
Can't I just use a contract template I found online?
Most of the contracts our team modifies or rewrites are contracts that clients have purchased online — with sections that don't apply to their business or situation, and that often fail to consider Alberta's specific laws and regulations. These poorly drafted agreements are more of a legal liability than a form of protection. A lawyer-drafted contract can save a tremendous amount of stress and money by addressing your actual circumstances from the start.
When should I involve a lawyer in preparing a contract?
Involve a lawyer before the contract is signed — not after something goes wrong. A lawyer doesn't just step in when someone doesn't hold up their end of an agreement. We are often closely involved in the preparation process before the contract is even signed, in order to avoid future headaches and litigation issues. From thoroughly understanding the terms of an agreement to writing one from scratch, our experienced lawyers help bring peace of mind and clarity to your unique needs.
What types of contracts does Osuji & Smith handle?
We draft, review, and revise a broad range of agreements across business, employment, family, real estate, and estate planning law. On the business side, this includes partnership agreements, joint venture agreements, franchise agreements, unanimous shareholders agreements, asset purchase and sale agreements, service agreements, employment agreements, non-solicitation agreements, non-competition agreements, and confidentiality agreements. If you have questions about any legal document, do not hesitate to reach out.
What is a corporate oppression claim?
A corporate oppression claim arises when the rights of a minority shareholder have been unfairly disregarded by the majority — for example, through exclusion from decision-making, improper dividend distributions, or dilution of shares. Alberta's Business Corporations Act provides minority shareholders with a legal remedy in these situations. We represent shareholders in negotiations, mediations, and litigation involving oppression claims.
How do I resolve a shareholder dispute?
A well-drafted shareholders agreement prevents most disputes before they start by establishing clear rules around decision-making, share transfers, buyout provisions, and dispute resolution mechanisms. When disputes do arise, we first explore negotiation and mediation as cost-effective alternatives to litigation. If court involvement is unavoidable, we provide tactical representation at every level of the Alberta court system.
What types of commercial disputes do you handle?
Our corporate litigation lawyers handle contract disputes, shareholder and other business disputes, corporate oppression claims, copyright violations, franchise disputes, and general commercial litigation at different levels of the Alberta court system. We strive to offer tactical and cost-effective solutions to our clients — prioritizing settlement to save time and capital, and litigating aggressively when it is unavoidable.
Do you handle franchise disputes?
Yes. Franchise arrangements carry specific legal obligations on both sides. We advise franchisors and franchisees on their rights and responsibilities, review franchise disclosure documents, and represent clients in franchise disputes where the relationship has broken down. Whether you are a franchisor dealing with a non-compliant franchisee or a franchisee whose rights have been violated, we are here to help.
How We Work

Our Approach to Business Legal Advice

Being approachable is how this practice operates. Business owners and executives need a lawyer who is reachable, who understands the commercial context of their decisions, and who gives clear advice rather than qualified answers that leave you no better informed than before you called.

We build long-term relationships with our business clients because the value of a lawyer who already understands your business, your risk tolerance, and your objectives compounds over time. The client who calls us to review a service agreement this year is the same client we help structure an acquisition for three years later.

Calgary has recognized Osuji & Smith Lawyers as a leader in business law. We have been named one of the Three Best Rated Business Lawyers in Calgary multiple years running, and our team speaks more than 32 languages — so we can serve you in the language you are most comfortable in.

Settlement First. Litigation When Necessary.

Business moves fast and conflict is a distraction. Our primary focus is resolving commercial disputes through settlement to save you time and capital. If litigation is unavoidable, we stop at nothing to protect your corporate interests at every level of the Alberta court system.

We also serve clients in Airdrie, Chestermere, Red Deer, Edmonton, and across Alberta. Our office is conveniently located in Kensington, close to downtown Calgary, with free parking available for our clients.

The Advantage

The Collective Intelligence Advantage

Business law rarely operates in isolation. A corporate acquisition can trigger employment law obligations. A shareholder dispute can intersect with estate planning when ownership transitions are involved. An international business arrangement can require immigration counsel for the people moving with it.

At Osuji & Smith, your business lawyer works within a firm covering employment, real estate, civil litigation, immigration, family, and estate law. When your commercial matter requires a wider view, that expertise is already here — without engaging a separate firm.

Client Stories

What Our Business Clients Say

Our organization retains Osuji & Smith Lawyers for multiple complex legal matters, and our experience has been excellent. Lyon combines thoughtful strategy with clear communication and a level-headed, professional demeanor that inspires confidence. We are very satisfied and would not hesitate to recommend Osuji & Smith to organizations seeking capable, principled legal counsel.

Michael Bickert Bickert Management Inc. — Corporate Client

My partner and I had a meeting with Charles today. He was very welcoming and so full of knowledge — but most importantly, honest. He helped us understand our situation without charging us a ton of money. He did not make us feel as if we were just a dollar sign and actually seemed to care. That is not common in lawyers. We would most definitely recommend him to anyone.

Michelle R. Business Client

I've had the pleasure of working with Charles and his team since 2020. Their deep knowledge and genuine care made me feel like a priority every step of the way. He stepped in on short notice to review an important document over the weekend before Christmas. That level of commitment is rare and deeply appreciated.

Jennifer Abraham Business Client
Before You Sign or Structure Anything

Talk to Us First

Whether you are entering a new business arrangement, acquiring a company, incorporating, or dealing with a dispute that is disrupting your operations — speak with us before you commit to a course of action. The right legal advice at the right stage costs considerably less than fixing a problem that proper counsel would have prevented.

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