Topic hub · 61 guides

Business and Startup Law

Most businesses don't need just one kind of lawyer. These guides cover incorporation, contracts, shareholder and founder agreements, IP, financing, disputes and the cross-border pieces of running a company across Canada and the United States.

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  1. 136Extra-Provincial Registration in Ontario: What Your Corporation Must FileBusiness and Startup LawA corporation that was not created under an Ontario statute, but that starts doing business in Ontario, walks into a filing regime that catches it whether it planned for Ontario or not.Roger Grekos · September 23, 2026 · Legally reviewed by Joseph Mayo
  2. 132Doing Business in Canada: What a US Company Actually TriggersBusiness and Startup LawMost US companies start selling into Canada long before anyone asks a legal question. Orders arrive, a salesperson flies to Toronto, a contractor gets hired in Mississauga, and the first real question surfaces only when …Roger Grekos · September 17, 2026 · Legally reviewed by Joseph Mayo
  3. 129Letter of Intent to Purchase a Business: Which Parts Actually Bind YouBusiness and Startup LawMost buyers sign a letter of intent to purchase a business believing it is a handshake on paper. Most sellers sign believing the same thing. Both are usually wrong about at least one clause, and the clause they are wrong…Roger Grekos · September 14, 2026 · Legally reviewed by Joseph Mayo
  4. 112Shareholder Agreement vs Bylaws: What Each Document Governs in Ontario and New YorkBusiness and Startup LawCorporate by-laws and shareholder agreements answer different questions, and most incorporated businesses eventually need both. By-laws set the internal operating rules of the corporation. A shareholder agreement is a pr…Roger Grekos · August 10, 2026 · Legally reviewed by Joseph Mayo
  5. 110Dual Licensed Lawyer Ontario and New York: What It Means for Cross-Border ClientsBusiness and Startup LawA Toronto manufacturer signs a supply agreement with a buyer in Buffalo. New York law governs the contract, the seller is an Ontario corporation, and any dispute would start in a New York court. The company calls its Tor…Roger Grekos · August 5, 2026 · Legally reviewed by Joseph Mayo
  6. 109Statutory Declaration Ontario: When You Need One and Who Can Take ItBusiness and Startup LawA bank asks for proof that two names on an old share certificate belong to the same person. A US buyer wants written confirmation that a Canadian supplier owns the equipment it is selling. A registry refuses a filing bec…Roger Grekos · July 30, 2026 · Legally reviewed by Joseph Mayo
  7. 106Startup Lawyer Toronto: When Founders Actually Need OneBusiness and Startup LawMost founders search for a startup lawyer in Toronto at one of two moments: right before incorporating, or right after something has gone wrong that incorporating properly would have prevented. The second moment is far m…Roger Grekos · July 24, 2026 · Legally reviewed by Joseph Mayo
  8. 105Can You Form an LLC in Ontario?Business and Startup LawMany founders who have run a limited liability company in the United States assume they can open the same structure north of the border. They cannot. There is no LLC in Ontario, and there is no LLC anywhere in Canada. On…Roger Grekos · July 24, 2026 · Legally reviewed by Joseph Mayo
  9. 103Corporate Lawyer Toronto: A Guide for Cross-Border BusinessesBusiness and Startup LawA corporate lawyer in Toronto advises companies on how they are formed, financed, governed, and eventually sold or wound down. If you run a business that operates in Ontario, or one that crosses the Canada and United Sta…Roger Grekos · July 22, 2026 · Legally reviewed by Joseph Mayo
  10. 102Corporate Litigation Lawyer: When Your Business Needs OneBusiness and Startup LawA lawsuit lands differently when it names your company. Maybe a supplier walked away from a signed agreement, a former partner is challenging how the business is run, or a regulator has questions you cannot answer alone.…Roger Grekos · July 21, 2026 · Legally reviewed by Joseph Mayo
  11. 101What Does a Contract Lawyer Do? When Your Business Needs OneBusiness and Startup LawEvery business runs on promises: to customers, suppliers, landlords, employees, and partners. A contract lawyer is the professional who turns those promises into documents that hold, and who reads the other side’s docume…Roger Grekos · July 20, 2026 · Legally reviewed by Joseph Mayo
  12. 100Do You Need a Lawyer to Incorporate a Business in Canada?Business and Startup LawIncorporating a company in Canada has never been mechanically easier. Ontario’s online registry issues a certificate of incorporation in minutes, and a dozen filing services will happily click the buttons for you. So the…Roger Grekos · July 20, 2026 · Legally reviewed by Joseph Mayo
  13. 0995 Essential Reasons to Hire Business Lawyers for Your Startup SuccessBusiness and Startup LawIntroduction Every startup makes its most expensive legal decisions in its first year, usually without noticing. The structure chosen at registration, the first client contract, the handshake arrangement with a co-founde…Roger Grekos · July 20, 2026 · Legally reviewed by Joseph Mayo
  14. 098Legal Services for SMEs: What US-Canada Businesses Actually NeedBusiness and Startup LawMost owners search for legal services for SMEs the same way: something has already happened. A customer will not pay, a hire went wrong, a landlord sent a demand letter, or a big client just asked for a signed data agree…Roger Grekos · July 20, 2026 · Legally reviewed by Joseph Mayo
  15. 096Entire Agreement Clauses: NY & Ontario GuideBusiness and Startup LawA Toronto company signs a supply agreement with a New York counterparty after weeks of calls, tracked drafts, and pricing emails. Months later, a dispute starts over an exclusivity promise that appeared in the negotiatio…Joseph Mayo · July 19, 2026
  16. 095US-Canada Intellectual Property Assignment Agreement GuideBusiness and Startup LawYou hire a developer in New York to build product features for your Toronto startup. You pay every invoice on time. The code ships. Then an investor asks a simple question during diligence: who owns the code? If your ans…Joseph Mayo · July 19, 2026
  17. 093Privileged and Confidential: Your 2026 Business GuideBusiness and Startup LawYou’re about to send an email about a possible compliance problem. The board is copied. Outside counsel is copied. Someone suggests putting Privileged and Confidential in the subject line and moving fast. That label can …Joseph Mayo · July 19, 2026
  18. 092Contract Review Services: A Guide for US-Canada BusinessBusiness and Startup LawYou’ve got a deal on the table, the other side wants a signature fast, and the contract in front of you reads like it was written for someone else’s business. That’s common with vendor agreements, SaaS terms, distributio…Joseph Mayo · July 19, 2026
  19. 088Hire the Right Joint Venture Lawyer: Expert CounselBusiness and Startup LawA Toronto company wants market access in the United States. A New York company wants a faster route into Canada. On paper, a joint venture looks efficient. In practice, the deal can slow down fast once the parties ask ha…Joseph Mayo · July 7, 2026
  20. 087Hiring a Licensing Agreement Lawyer for Cross-Border DealsBusiness and Startup LawA Toronto software founder opens an email from a U.S. distributor on Tuesday morning. The proposal looks strong. Larger market, faster channel access, and a recognizable counterparty. By Thursday, a “standard” licensing …Joseph Mayo · July 6, 2026
  21. 086Do Sole Proprietors Need an EIN? 2026 Expert GuideBusiness and Startup LawA client sends over onboarding paperwork. A payment platform asks for a taxpayer identification number. Your bank wants business documents before opening an account. If you’re a solo founder, freelancer, or consultant, t…Roger Grekos · July 5, 2026 · Legally reviewed by Joseph Mayo
  22. 085Off Take Contract: A U.S.-Canada Business GuideBusiness and Startup LawYou’re usually looking at an off take contract when the commercial deal is mostly real, but the financing still isn’t. The site is identified, the technology is chosen, internal approvals are moving, and then the lender …Joseph Mayo · July 4, 2026
  23. 083Intellectual Property Lawyer: Guide for U.S.-Canada BusinessBusiness and Startup LawYou’re about to launch in both the U.S. and Canada. The product name looks available. The code is built. Investors are asking who owns the IP. Then the problems start. A contractor wrote key parts of the software, your U…Joseph Mayo · July 2, 2026
  24. 080Work Product Privilege: Avoid Waiver & Protect DataBusiness and Startup LawA whistleblower complaint lands in your inbox on a Tuesday morning. It alleges fraud in a U.S. subsidiary, names two senior employees, and hints that records may already have crossed into Canada. Before anyone interviews…Joseph Mayo · June 29, 2026
  25. 079Deposit Control Account Agreement a Cross-Border GuideBusiness and Startup LawYou’ve closed the credit committee calls, agreed the term sheet, and lined up funding for U.S.-Canada expansion. Then the lender sends one more document: a Deposit Control Account Agreement . If you’re a CFO or founder, …Joseph Mayo · June 28, 2026
  26. 076Private Equity Funds Real Estate: US & Canada Guide 2026Business and Startup LawYou may be at the point where smaller deals no longer move the needle. A GTA developer, family office principal, or operating business owner often gets there after a few successful acquisitions. The next deal is larger, …Roger Grekos · June 25, 2026 · Legally reviewed by Joseph Mayo
  27. 075Definition Mezzanine Loan: 2026 Guide to Capital & RiskBusiness and Startup LawA financing gap often appears at the worst possible moment. A company is ready to buy a competitor, launch in the other country, or close an asset-backed deal, but the senior lender will not extend more credit and the fo…Roger Grekos · June 25, 2026 · Legally reviewed by Joseph Mayo
  28. 074Dissenting Opinion Definition: A Guide for US & CanadaBusiness and Startup LawYou read a headline about a major court ruling that could affect your contracts, privacy program, hiring model, or regulatory exposure. The article focuses on who won. What often matters just as much for future planning …Joseph Mayo · June 23, 2026
  29. 073Mastering the Section 250 Deduction for Cross-BorderBusiness and Startup LawWhen a U.S. company sells into Canada, licenses software to Canadian customers, or centralizes IP in a U.S. corporation while operating through a Canadian affiliate, the tax question usually arrives late. By then, contra…Joseph Mayo · June 22, 2026
  30. 072Contract Negotiation Attorney for US-Canada BusinessBusiness and Startup LawYou're about to sign a vendor agreement with a U.S. company, or a Canadian customer has sent over its “standard” paper and wants it back by Friday. The business team is focused on price and launch dates. You're wondering…Joseph Mayo · June 22, 2026
  31. 071What Is Equity Dilution: Equity Dilution ExplainedBusiness and Startup LawYour first term sheet lands in your inbox. You expected to focus on valuation, board seats, and closing timing. Instead, one line keeps pulling your attention back: the round will involve dilution , plus an employee opti…Roger Grekos · June 20, 2026 · Legally reviewed by Joseph Mayo
  32. 069NVCA Term Sheet: A Founder’s Guide for 2026Business and Startup LawA Canadian founder gets a U.S. lead investor's term sheet on Friday afternoon. The price looks acceptable. The investor calls it “standard NVCA.” By Monday, the key questions start. Does the company stay Canadian or rein…Roger Grekos · June 18, 2026 · Legally reviewed by Joseph Mayo
  33. 065What Is Preferred Stock? Your 2026 GuideBusiness and Startup LawYou’re usually asking what is preferred stock at a very specific moment. A term sheet just arrived. An angel says they want “preferred.” Your accountant mentions dividends. Or you’re comparing a startup financing documen…Roger Grekos · June 15, 2026 · Legally reviewed by Joseph Mayo
  34. 054SEC Registration & Filing Fee 2026: $138.10 per $1MBusiness and Startup LawA CFO is closing a financing on a tight timeline, the board wants a clean budget, and someone asks a basic question late in the process: what is the SEC registration fee for this filing, and when does it have to be paid?…Roger Grekos · June 3, 2026 · Legally reviewed by Joseph Mayo
  35. 053Startup Business Attorney: A Founder’s Guide for 2026Business and Startup LawYou’re building product, chasing customers, and trying not to waste cash. Then a legal issue lands on your desk that isn’t really a Google problem. It’s a founder equity split, a contractor who wrote core code, a custome…Joseph Mayo · June 2, 2026
  36. 052Limitations of Liability: NY & Ontario Business GuideBusiness and Startup LawYou're about to sign a customer contract that could change your company. The commercial terms look fine. Then you hit the dense section called limitations of liability, and suddenly the deal feels less clear. If your pro…Joseph Mayo · June 1, 2026
  37. 050Trade Secret Lawyers: A U.S.-Canada Guide for SMEsBusiness and Startup LawYou usually realize you need trade secret lawyers at the worst possible moment. A developer resigns, a distributor starts selling a suspiciously similar product, or a former manager begins calling your customers with inf…Joseph Mayo · May 29, 2026
  38. 045How to Incorporate a Business in Ontario: A 2026 GuideBusiness and Startup LawYou're probably at the point where the business is real enough that operating as a sole proprietor no longer feels comfortable. A customer wants to contract with a corporation. A partner is coming in. A U.S. founder want…Roger Grekos · May 25, 2026 · Legally reviewed by Joseph Mayo
  39. 043How to Start a Business in Both Canada and the USBusiness and Startup LawYou may already have the product, the first customers, and a reason to sell on both sides of the border. What usually stalls the plan is not demand. It’s the fear of getting the setup wrong. If you want to start a busine…Roger Grekos · May 22, 2026 · Legally reviewed by Joseph Mayo
  40. 042Licensing of Technology: A Guide for U.S.-Canada StartupsBusiness and Startup LawIf you’re a founder sitting on technology that works, but you’re not ready to build a full sales force, manufacturing operation, or foreign subsidiary around it, licensing of technology is often the first serious path to…Joseph Mayo · May 19, 2026
  41. 037Trade Secret Misappropriation A Guide for US-Canada BusinessBusiness and Startup LawIt usually starts with a resignation, a suspicious download, or a competitor whose pricing suddenly looks too familiar. By the time a founder calls counsel, the problem is rarely theoretical. An employee has left with fi…Joseph Mayo · May 13, 2026
  42. 035Forum Selection Clause: US vs. Canada EnforceabilityBusiness and Startup LawState courts across the United States enforced forum selection clauses in 77 percent of reported cases between 1972 and 2019, and that rate rose to 79 percent from 2010 to 2020. For a Canadian business signing a U.S. con…Joseph Mayo · May 8, 2026
  43. 033What Is A Certificate Of Incorporation? Legal EssentialsBusiness and Startup LawA certificate of incorporation is the official filing that creates a corporation as a separate legal entity from its owners. In the United States alone, there are approximately 33 million small businesses, and for many o…Joseph Mayo · May 5, 2026
  44. 031Small Business Lawyer Toronto: When You Actually Need OneBusiness and Startup LawYou can run a Toronto small business for years without ever needing a lawyer. Then one Tuesday, your largest customer disputes a $40,000 invoice — and the contract you copied from a template five years ago doesn’t say wh…Joseph Mayo · May 4, 2026
  45. 030Trade Secret vs Patent: Maximize Your IP ProtectionBusiness and Startup LawYou’ve built something valuable. Maybe it’s a manufacturing process in Toronto, a software workflow used by clients in New York, or a product design you’re preparing to launch on both sides of the border. The question us…Joseph Mayo · May 4, 2026
  46. 029LLC vs Corporation New York Which to Choose?Business and Startup LawYou’re forming a New York business, the product is ready, a lease or client contract is close, and then the structuring question lands. Should you use an LLC or a corporation? For founders working across New York and Can…Joseph Mayo · May 3, 2026
  47. 026What Are Bylaws Of A Company?Business and Startup LawYou incorporated your business in New York or Ontario. The certificate is filed, the name is set, and now someone asks for the bylaws. Many first-time founders pause here because incorporation feels concrete, while gover…Joseph Mayo · April 29, 2026
  48. 025Exempt v Non Exempt Guide for NY & ON | Mayo LawBusiness and Startup LawYour first cross-border hire often looks simple on paper. You have a growing company, a strong candidate in Toronto or New York, and a compensation package that seems competitive. Then payroll asks whether the role is ex…Joseph Mayo · April 28, 2026
  49. 024Assignment of Contract: A Guide for NY & ON BusinessesBusiness and Startup LawA founder in Toronto buys a small Buffalo company and assumes the supplier relationships can move over with the deal. Then a vendor says the contract is still with the old entity, not the buyer. Payment stalls, delivery …Joseph Mayo · April 27, 2026
  50. 023Arbitration Agreements in Employment Contracts: A GuideBusiness and Startup LawYou hire your first software engineer in New York, then a sales lead in Toronto. Both sign offer letters. A dispute clause seems like a routine HR detail until someone raises a wage claim, a harassment complaint, or a di…Joseph Mayo · April 26, 2026
  51. 019Your Guide to federal rule of civil procedure 60 b in 2026Business and Startup LawA final judgment in U.S. federal court often feels like the case is over. For many businesses, especially Canadian companies operating in the United States, that assumption can be expensive. Sometimes the problem appears…Joseph Mayo · April 19, 2026
  52. 018Software in Escrow A US-Canada Business Protection GuideBusiness and Startup LawA founder signs a software contract, integrates the platform into finance, sales, or operations, and moves on. Months later, the vendor hits distress, gets acquired, or stops supporting the product. Your team still depen…Roger Grekos · April 16, 2026 · Legally reviewed by Joseph Mayo
  53. 017Navigate the Right of First Offer with ConfidenceBusiness and Startup LawA founder signs a lease in Toronto, then hears the building owner may sell. Another founder in New York is reviewing a shareholders’ agreement and spots a right of first offer buried in the transfer section. In both situ…Joseph Mayo · April 15, 2026
  54. 014Patent Infringement Attorney: A Cross-Border GuideBusiness and Startup LawA founder launches a software product in Ontario, starts selling into New York, and then gets a letter from a competitor claiming patent infringement. The letter demands that sales stop, records be preserved, and a respo…Joseph Mayo · April 11, 2026
  55. 010Transfer on Death Deed New York: Protect Your AssetsBusiness and Startup LawIf you are a Canadian who owns a condo, vacation home, or investment property in New York, estate planning may feel simple until you ask one practical question. What happens to that property when you die? For many cross-…Joseph Mayo · April 7, 2026
  56. 008A Guide to Stock Purchase Agreements for 2026Business and Startup LawWhen you're buying or selling a business, the Stock Purchase Agreement (SPA) is the single most important document in the entire transaction. It’s the legal blueprint that dictates every term of the deal. For entrepreneu…Joseph Mayo · April 5, 2026
  57. 007Shareholders’ Agreements: 12 Clauses That Prevent Founder WarsBusiness and Startup LawA shareholders’ agreement is the backbone of a multi-owner company, setting the stage for smooth operations by defining decision-making authority, ownership, and exit strategies. By addressing issues like equity vesting …Joseph Mayo · February 25, 2026
  58. 006Arbitration in Canada: Domestic, Ontario Framework, International Arbitration, and EnforcementBusiness and Startup LawArbitration in Canada sits at the intersection of contract law, procedural autonomy, and judicial restraint. Canadian courts are strongly pro-arbitration. The governing philosophy is party autonomy, minimal court interve…Joseph Mayo · February 17, 2026
  59. 005Why Founder Vesting is Your “Prenup” for BusinessBusiness and Startup LawOn day one, equity splits feel like a formality. Everyone is excited, the vision is clear, and the vibes are high. But reality has a habit of intervening. Founders burn out, roles shift, or a pivot creates a rift in the …Roger Grekos · February 16, 2026 · Legally reviewed by Joseph Mayo
  60. 004The Ultimate Guide to Ontario Business StructuresBusiness and Startup LawChoosing the right business structure in Ontario affects liability, taxes, and growth. This guide explains sole proprietorships, partnerships, corporations, cooperatives, nonprofits, and more.Joseph Mayo · February 16, 2026
  61. 001U.S. Business Structures: What You Need to KnowBusiness and Startup LawChoosing the right legal structure is a crucial first step. This article breaks down the pros, cons, tax treatment, and investor suitability of sole proprietorships, partnerships, LLCs, and corporations—so you can make s…Joseph Mayo · April 8, 2025
Questions and answers
What does an international business lawyer do?

An international business lawyer advises companies operating across borders on the legal layer of their cross-jurisdictional work — including contracts that span multiple legal systems, mergers and acquisitions involving foreign parties, intellectual property protection in multiple countries, corporate structuring to optimize tax and regulatory treatment, import and export compliance, foreign market entry, and disputes that span more than one jurisdiction. The role is part legal advisor, part strategic counsel, and part coordinator across local counsel in each relevant country.

Do you handle US-Canada cross-border business matters?

Yes, and this is the core of our international business practice. Because Mayo Law is licensed in both Ontario and New York, US-Canada cross-border work happens inside one firm — corporate structuring, contracts, M&A, immigration coordination for relocated executives, tax planning coordination, and compliance programs across the two jurisdictions. Most clients come to us specifically because they want to avoid the duplicate-firm, two-time-zone coordination cost.

What's involved in setting up a US subsidiary as a Canadian company?

Establishing a US presence involves several layers: choosing the right entity type (typically a Delaware C-corp or LLC, sometimes a state-specific entity), state-of-registration analysis, EIN registration with the IRS, opening US bank accounts and payment infrastructure, structuring the parent-subsidiary relationship to optimize tax treatment (transfer pricing, treaty benefits, withholding), employment law compliance for US-based hires, immigration strategy for relocated executives, and ongoing corporate maintenance. Each layer has Canadian-side implications that should be planned together rather than sequentially.

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