The below services are for solicitors who are looking for the assistance of an experienced corporate law clerk for temporary assignments or projects. The services provided will be very accurate and of high quality, as you would expect to receive from an individual who has worked as a senior corporate law clerk in a prominent downtown law firm. These services are offered by Holly Crosgrey who is the owner of this website. Contact Resources for Canadian Business Owners if you would be interested in any of the following services:
Corporate Transaction Services
Could you use the services of a qualified corporate transaction clerk but cannot afford to hire one full time? I can put together the transaction on your behalf. All you need to provide me with are your instructions or the accountant’s instructions for the deal and minute books. I will put together the entire package of documents for the transaction from the closing agenda to the closing documents books. I can also perform any minute book reviews necessary, attend the Ministry or register online any article filings, and perform all necessary searches required for any transaction.
I have over 20 years experience (see below for detailed list of qualifications) and am familiar with most of the different types of corporate transactions.
Subject to your input, the procedure which will be followed for transactions will be (a) review any minute books if required and provide you with a detailed minute book review, (b) prepare a closing document list for your review and comments, (c) provide you with a list of any information needed and receive your instructions on updating the minute book and finalizing the closing document list; (d) prepare all documents, including any ratification resolutions needed pursuant to the minute book reviews, and submit them in order to you by email for your comments, (e) make any final changes to the documents and send you a package tagged for signature, (f) perform any necessary filings subsequent to signature, (g) insert signed resolutions in the minute book and update the registers, (h) if required, prepare the closing document books, and (i) ship the documents to you.
Minute Book Review Services
I have extensive experience (see below for more details) in performing minute book reviews on companies incorporated in the Ontario and federal jurisdictions and can just as easily do minute book reviews on companies in other Canadian jurisdictions or outside of Canada. Most statutes are now on line for reference even for countries other than Canada.
If you are involved in corporate transactions that require detailed minute book reviews contact Resources for Canadian Business Owners and I will perform the reviews on your behalf.
I will also be glad to prepare any ratification resolutions that may be required subsequent to the reviews, update the minute book registers and perform any necessary filings.
Due Diligence Searches
If you are working on a transaction or other matter and require any type of search including corporate searches, Personal Property Security Act searches, real estate searches, litigation searches, bankrupty searches, Bank Act searches, feel free to contact me.
Drafting of Minutes and Resolutions
If you require someone to draft minutes from your notes or to draft resolutions on any matters I will be able to assist.
Corporate Department Set Up/Revamping Services
Do you have a number of minute books in your office that need to be updated? Do you wish to have your clients’ minute books entered into a corporate database? Do you need your corporate department re-organized? Contact Resources for Canadian Business Owners and I will be glad to come into your office and sort out your corporate department and bring all of the minute books up-to-date for you. This could be an opportunity for you to capture some additional profits with little work being done by you.
If you wish, I can also keep a record of the structure of your clients’ minute books and prepare annual resolutions from my own office for you each year without having to review the minute books more than once.
Training of Corporate Clerk Services
I have experience (see details below) in training corporate law clerks. If you need someone to help an employee in your office come up to a higher level corporate law clerk I would enjoy having the opportunity to assist you with this. It does not take years to become a senior law clerk. A smart motivated person can be brought up to an intermediate level within months if he or she works together with a senior law clerk on some high level transactions. The key is having a senior law clerk who is motivated to assist your junior law clerks in advancing. Frequently law clerks are held back because of inadequate or limited training despite the motivation, ability and willingness of these juniors to advance. This is one of my specialties. I have accomplished this before and would be glad to assist you in this regard. It is not necessary for workflow to be disrupted when a clerk is being trained. The key is to have a motivated senior clerk work closely with the junior law clerk on some high level deals and teach the junior what to look for as the deal moves along. You will be able to bill out my time with the junior clerk’s time because we will both be preparing documents together.
Annual Resolution Services
If you have a number of minute books in your office or would like to be handling the yearly annual resolution preparation of your clients’ minute books but do not have the time or manpower for this project, I can help you. I will review your minute books, make any necessary updates needed and set the annual resolutions up in my and/or your system. Every year I will remind you when these annual resolutions are due for preparation and will prepare them on your behalf and send them to you for review before you send them out for signature. I will only need to look at the minute book once. After that time I will maintain the information on the structure of the minute books in my database. I can even put the cover letter on your letterhead for you if you wish. The procedure will be for me to (a) do an initial review of the minute book to ensure everything is in order, (b) request your instructions on updating the minute book pursuant to what needs to be updated or cleaned up, (c) contact the accountant about bonuses, dividends, etc. (d) prepare the documents on your behalf and forward them to you by email for a quick review before final versions are provided to you, (e) complete any filings necessary and file resolutions in the minute books and update the registers, (f) on a yearly basis subsequent to initial clean up request your instructions on updating the book and if you wish provide you with that year’s annual resolutions.
Senior Corporate Law Clerking Services
I can prepare any documentation that a senior corporate law clerk should be capable of preparing (see below for outline of experience) including preparing share capital, incorporations (share, non-share, charity and professional), organizations, reorganizations, amalgamations, continuances, annual resolutions, extra-provincial registrations, general, limited and limited liability partnership registrations across Canada, etc. Articles of amendment for name changes, share splits, tax transactions, complicated share capital, etc. I have in the last 20 years had an opportunity of working on most types of corporate law clerking projects.
Extra-Provincial Filing Services
If you require someone to come in on a part-time basis to prepare your extra-provincial filings for your company including corporate, broker, agent, agency, etc. filings gives me a call.
SUMMARY OF EXPERIENCE LEVEL
Over 25 years as a law clerk in a private business and over 25 years experience as a law clerk in law firms and in house positions. I have also maintain a freelance business for over 20 years. Wide range of experience in corporate law, life insurance law, automobile and accident and sickness insurance law and securities law (with some real estate, divorce and litigation law experience) including the following:
Corporate Transaction clerking
Ability to prepare all or most documents, from the closing agenda to the closing document books for a variety of different types of corporate transactions including tax, estate planning, reorganizations, amalgamations, etc.
Supervisory
Supervisory experience as a corporate manager including supervising 11 individuals in the corporate and securities department of a prominent Toronto law firm with extensive experience in training law clerks.
Reorganize and Clean Up a Corporate Law Department
Experience in cleaning up a very disorganized and neglected corporate law department including reviewing 100s of corporate records and rectifying same and updating the database. This situation resulted in some serous deficiencies being identified which could have resulted in liabilities to the law firm if not attended to. Experience with many different types of corporate software including Cakeware, Monicord, CorpLink, Cyberbahn, Inmagic, Dye & Durham’s corporate program, Cantebery, Expercorp.
Minute Book Reviews
Extensive knowledge in doing minute book reviews for Ontario (back to 1930s) and federal companies; as well as experience reviewing books from other jurisdictions inside and outside of Canada. Ability to prepare detailed and complex ratification resolutions. Extensive knowledge of the Business Corporations Act (Ontario), Canada Business Corporations Act and limited experience with other statutes across Canada.
Senior Corporate Clerking
Well rounded corporate experience including incorporations (share, non-share and professional), amalgamations, continuances; reorganizations, preparing share capital and articles of amendment, annual resolutions, by-law amendments, extra-provincial filings, general, limited and limited liability partnerships, sole proprietorships and business name registrations across Canada, etc. Experience in obtaining name approvals for proposed federal companies where the federal government has rejected the name.
Non-Share Corporations
Intermediate experience incorporating Ontario and federal non-share corporations and/or charities; prior research with respect to by-law requirements for non-share corporations and experience interpreting Corporations Act (Ontario).
Public Shareholder and Director Meetings
Involved in the coordination and preparation of board and shareholders meeting materials for insurance companies and public companies (senior level) including preparing Management Information Circulars, resolutions, scripts and minutes for annual and special meetings of public companies. Supervising the coordination and preparation of meeting material for insurance company meetings including coordinating gathering of information and reports, drafting some of the resolutions, assisting and supervising in preparing complex meeting material binders.
Life Insurance Law
Exposure to the requirements of the Insurance Companies Act and the Trust and Loan Corporations Act including preparing resolutions and minutes for matters specifically relating to insurance companies statute requirements; handling the legal needs of international affiliates, preparing and maintaining regulatory filings for jurisdictions in Canada as required by the Securities Commissions and Companies Branches at senior level.
Automobile and Accident and Sickness Insurance Law
Senior level experience including preparing and coordinating meeting material for senior management, filings respecting licensing across Canada for agents, brokers and insurance companies and research into requirements. Some experience with U.S. filing requirements. Prepared annual licensing and regulatory filings as required by the Office of the Superintendent of Insurance, the Financial Services Commission of Ontario and the similar organizations across Canada. Preparing applications for contests and reporting to government subsequent to prize being given.
Securities Law
Intermediate level experience in drafting documents including (a) prospectus filings for initial public offerings in the TSX, TSXV and CNQ including preparing drafts of the prospectus (mining industry, medical research industry, etc.); (b) TSX, TSXV and CNQ listing applications including preparing listing application and ancillary documents, (c) information circulars for amalgamations for reverse takeovers and ancillary documents, (d) brokered and non-brokered private placements including preparing prospectuses respecting a variety of different types of private placements and ancillary documentation, (e) stock option agreements, certificates and treasury directions and stock exchange filings respecting same; (f) drafting employment and consulting agreements; (g) obtaining CUSIP numbers; (h) documentation re appointment of transfer agents. Preparing MD&As for public companies.
Extra-Provincial Filings and Forms
Insurance companies, brokers, agencies and agents, corporations, sole proprietorships, partnerships and business name registrations (initial set up and maintenance) in all Canadian jurisdictions. Business Number, Retail Sales Tax and Workers Compensation Board registrations. Extensive experience.
Research
In all jurisdictions across Canada for purposes of corporate transactions, compliance issues for brokers, agents and agencies, corporations, or other miscellaneous matters. Very proficient in internet and statute research.
Procedure Binders
Involved in preparing summaries of compliance requirements and organizational requirements respecting life insurance company corporate secretarial procedures and corporate clerking responsibilities; insurance, broker and agency compliance requirements across Canada.
Customer Service
Coordinating the gathering of information amongst groups, answering questions, providing information to in house people, lawyers and clients through my own business. Direct client contact. Chairing meetings. Have managed my own set of files, my own corporate department and my own paralegal business.
Online Filings
Highly motivated towards online filings and research in all jurisdictions where info available. Constantly learning new programs for a variety of different types of projects and searching internet for advancement in online legal capabilities. Very proficient with computers.
Searches
Experience in online searches and filings under the Personal Property Securities Act (Ontario), ordering online corporate searches, certificates of status or compliance in Canada or outside of Canada, obtaining searches for bankruptcy, bank act, litigation, executions, workers compensation clearance certificates, employment standards clearances, corporate searches, business name searches, etc.
Search house
Resources for Canadian Business Owners Inc. is a Registered NUANS Search House and I have training in doing accurate NUANS searches for corporate names.
Other Jurisdictions Outside of Canada
Obtaining name clearances, certificates of status, corporate searches for companies outside of Canada and in U.S.; some experience with UK company filings. Coordinating with solicitors in various countries.
Website Development and Internet Marketing
Involved in internet marketing research and website development including extensive reading and ongoing implementation of procedures for search engine optimization including keyword analysis, Adsense placement, Adword campaigns and other advertising, internet writing, content development, affiliate programs, etc. Avid interest.
Freelance Service
As a business owner handling the corporate needs of small business owners, accountants and solicitors in a wide range of corporate matters for 15 years.
Law Firm Experience
Experience working in many of the prominent law firms in downtown Toronto.
Secretarial and Computer Skills
Experience with Cyberbahn, Oncorp, DeltaView, DocsOpen, Legal MacPac, RightFax, Word (1997, 2000, XP and 2007), Lotus Notes, Smart Counsel, Internet Explorer, Netscape, Outlook, Groupwise 5, Pitney Bowes, DocXchange Client, HP9000 Accounting System, PC Law, QuickBooks, MYOB, Sharpdesk, ProLaw. Intermediate experience in Acrobat Professional 6.0 including modifying and creating pdf documents, Acrobat Distiller. High degree of accuracy in typing. Preparing organization charts through Word Graphics program. Trained in Word programs including setting up styles properly.
Precedents
I have a wide variety of precedents to work with and share.
If I have not done it before, I can probably figure out how to do it. Contact Resources for Canadian Business Owners to discuss pricing for specific work projects.
