Review or draft a contract
Have an agreement to sign, or need one prepared? Choose contract review or drafting.
Business lawyer in Toronto.
Flat-fee counsel for your business.
Send the deal. Get flat-fee counsel on contracts, shareholders’ agreements, commercial leases, and incorporation — directly from Jonathan Kleiman.
Flat fee quoted before work. Agree on the scope and fee before proceeding. Start with a free 30-minute consultation.
Book your free 30-minute consultationWhat do you need help with?
Shareholders / cofounder agreement
Set out ownership, decisions and exits. Start with the free term-sheet builder to organize your proposed terms.
Commercial lease / offer to lease
Get the offer to lease, the lease, and any personal guarantee reviewed before you sign. Build a free offer-to-lease negotiation brief before signing the offer, then organize guarantees with the free personal guarantee tracker.
Incorporation / corporate records
Incorporate your business or get help with minute books, resolutions and corporate cleanup.
Outside this practice’s scope: New residential Landlord and Tenant Board matters are referred out. Superior Court matters and complex litigation are referred when outside the scope of the practice.
· Reviewed by Jonathan Kleiman, J.D.
15+
Years at the
Ontario Bar
Ontario Bar
1,000+
Business, contract & litigation matters handled
4.7★
Google rating based on
250+ reviews
250+ reviews
FREE
30-minute
consultation
consultation
Toronto Business Lawyer for Entrepreneurs and Small Businesses
Jonathan Kleiman is a business lawyer in Toronto who advises entrepreneurs, small business owners, and growing companies on the legal decisions that shape how their businesses operate, grow, and manage risk.
Bring the agreement, offer to lease, proposed ownership terms or corporate records you need help with. Jonathan identifies the work required and quotes the flat fee before you decide to proceed. Start with a free 30-minute consultation and explain your deadline.
Corporate and Commercial Law Services
Clients looking for help sometimes search for a corporate lawyer in Toronto, sometimes for a commercial lawyer, and sometimes simply for a business lawyer. The labels describe two sides of the same practice — corporate law deals with the company itself, commercial law with the company's dealings — and most matters that cross Jonathan's desk involve both.
Corporate law: the company itself
Corporate work is about how a company is structured, owned, and governed. For Toronto businesses that means:
- Ontario and federal incorporations — articles, bylaws, and share structure design
- Shareholders' agreements and unanimous shareholder agreements
- Share issuances, transfers, and corporate reorganizations
- Director and officer duties and corporate governance and minute books
- Share-purchase transactions when buying or selling a business
Commercial law: the company's dealings
Commercial work is about the agreements and relationships a business enters with the outside world — customers, suppliers, landlords, and counterparties:
- Commercial contracts — service, supply, and distribution agreements
- Commercial lease review and negotiation
- NDAs, licensing, and IP agreements
- Asset-purchase transactions and closing mechanics
- Commercial disputes and litigation, including supplier, lease, and payment disputes
The distinction — and the overlap
In practice the line between corporate and commercial law matters less than the fact that the same transaction usually crosses it. Buying a business, for example, can be a corporate matter (a share purchase, with due diligence on the corporation) and a commercial one (assigning the lease and the supply contracts that make the business worth buying). A shareholder dispute is corporate; the unpaid contract that triggered it is commercial. If you are looking for a corporate commercial lawyer in Toronto, Jonathan can scope the corporate documents and commercial agreements together. Specialist work is referred when outside the practice’s scope.
Business Formation and Incorporation
Choosing the right business structure
The structure you choose — sole proprietorship, partnership, or corporation — determines your personal liability, tax obligations, and ability to raise capital. A Toronto business lawyer helps you evaluate the options and select the structure that fits your specific situation. For the patterns Jonathan sees most often, read 9 pieces of business advice from a lawyer.
Ontario incorporation
Incorporation creates a separate legal entity that limits your personal liability and provides tax planning opportunities. Jonathan handles Ontario and federal incorporations, including articles of incorporation, corporate bylaws, initial resolutions, and share structure design.
Shareholder and partnership agreements
Planning a company with other owners? Use the free shareholders’ agreement term sheet builder to work through ownership, major decisions, and exits together. Download the non-binding discussion sheet and send it to Jonathan as a starting point for a formal agreement. Flat fee quoted before work.
If you are going into business with others, a properly drafted partnership agreement or shareholders' agreement defines each party's rights, obligations, profit sharing, decision-making authority, and exit provisions. These agreements prevent many of the disputes that arise when business relationships change — and when a shareholder dispute does arise, Jonathan assesses the options and whether the matter fits the practice.
Already in a partnership without a written agreement? Jonathan can draft one that records the current arrangement and addresses your rights and responsibilities going forward. Learn more about partnership agreements.
Contracts, Agreements, and Commercial Transactions
Contracts are the foundation of every business relationship. Jonathan drafts, reviews, and negotiates the agreements Toronto businesses rely on every day, including NDAs and confidentiality agreements and commercial lease reviews.
01
Contract drafting
Service agreements, supply agreements, distribution agreements, NDAs, employment contracts, and independent contractor agreements — drafted to protect your interests.
02
Contract review
Before you sign any agreement, have it reviewed. Jonathan identifies risks, unfavourable terms, and missing protections in contracts presented by the other side.
03
Commercial lease review
Commercial leases are complex, multi-year commitments. Jonathan reviews lease terms, negotiates landlord obligations, and protects your interests before you sign a commercial lease.
04
Licensing and IP agreements
Licensing agreements, IP assignments, and technology agreements for Toronto businesses that need to protect proprietary information and intellectual property.
Buying and Selling a Business
Whether you are buying a business or selling one, the transaction involves significant legal complexity — due diligence, purchase agreements, asset allocation, liability allocation, non-competition covenants, and closing mechanics.
What Jonathan handles in a business transaction
- Due diligence — reviewing financials, contracts, liabilities, and regulatory compliance
- Asset vs. share purchase analysis — determining the right structure for tax and liability purposes
- Purchase agreements — drafting or reviewing the agreement that governs the entire transaction
- Non-competition and non-solicitation clauses — protecting the buyer's investment
- Commercial lease assignments — ensuring the business location transfers properly
- Closing — coordinating the exchange of documents, funds, and keys
Jonathan also advises clients purchasing franchises under Ontario's Arthur Wishart Act disclosure framework. Read more about franchise law and intellectual property protection.
Corporate Governance and Compliance
Running a corporation in Ontario involves ongoing legal obligations — annual resolutions, director duties, shareholder rights, and compliance with the Ontario Business Corporations Act. Jonathan advises business owners on corporate governance matters and ensures their corporate records and minute books are properly maintained.
- Annual corporate resolutions and minute book maintenance
- Director and officer obligations
- Share issuances and transfers
- Unanimous shareholder agreements
- Corporate reorganizations
- Regulatory compliance reviews
Small Business Legal Advice
Most Toronto businesses do not need a full-time lawyer — but they do need a lawyer they can call when a question comes up. Jonathan acts as outside general counsel for small and mid-sized businesses, providing legal advice on an as-needed basis.
How it works
01
Free consultation
Describe your business and the legal issue. Jonathan identifies the key risks and recommends an approach.
02
Scope and quote
Jonathan identifies the deliverables, scope and flat fee before work begins. You decide whether to proceed.
03
Legal work completed
Jonathan handles your agreement, lease, incorporation or corporate records personally, within the agreed scope.
04
Ongoing access
If you need further work or ongoing advice, agree on the additional scope and fee before that work begins.
Protecting Your Business Interests
A business lawyer does more than draft documents. Jonathan looks at the bigger picture — identifying legal risks before they become problems, structuring transactions to minimize exposure, and ensuring your agreements hold up if challenged.
Risk management
Every contract, partnership, and transaction carries risk. Jonathan's approach focuses on anticipating where problems are likely to arise and building protections into the agreement before those problems surface. A review before you commit can help you address those risks while terms are still open for discussion.
Negotiation
From vendor agreements to business purchases to settlement discussions, Jonathan negotiates on behalf of Toronto businesses to get terms that protect their interests and reflect the true value of the deal.
The best time to involve a business lawyer is before you sign. The second-best time is right now.
Business Disputes and Litigation
Already dealing with a breach of contract, an unpaid invoice or a business relationship that has broken down? Start with Ontario Small Claims Court help, collecting outstanding invoices or contract dispute resolution.
Jonathan assesses the documents, possible demand or negotiation steps, and whether representation fits the practice. Read about commercial disputes and litigation for further context. Superior Court matters and complex litigation are referred when outside the scope of the practice.
From my experience advising Toronto businesses
A few patterns I've watched repeat over 15 years of advising Toronto entrepreneurs and small businesses — the kind of thing most owners only learn after it has already cost them money.
On calling too late
From my experience, most people call a business lawyer the day after they needed one — the contract is signed, the partner has walked, the deal has closed. I understand the instinct: legal advice feels like a cost you can defer while you're busy building. But almost everything I'm asked to fix would have been cheaper to prevent. A two-hour review before you sign costs a fraction of the litigation that a bad clause invites. If you're about to commit your business to anything with real money or a long term attached, that's the moment to pick up the phone — not after it goes wrong.
On the handshake partnership
From my experience, the businesses that blow up most bitterly are the ones started between friends or family on trust alone. Everyone agrees on everything on day one, so a written shareholders' agreement feels unnecessary — even insulting. Then someone wants out, someone wants to bring in a spouse, or the money finally shows up, and there's nothing on paper to say who decides or who gets what. Put those decisions into writing before the relationship changes. Use the free term-sheet builder to organize the discussion, then get a flat fee quoted before work on the formal agreement.
On the liability-shield myth
From my experience, business owners think incorporating puts a wall between them and every liability. It doesn't. Incorporation limits your exposure for ordinary business debts, but you can still be personally on the hook — for any loan or lease you personally guaranteed, for unremitted HST and payroll source deductions, for up to six months of unpaid employee wages as a director, and where a court is willing to look past the corporation entirely. Incorporating is worth doing. Just don't treat the certificate as permission to sign personal guarantees and ignore your director obligations.
For the guarantees themselves, use the free personal guarantee exposure tracker to see your signed amounts and upcoming dates in one place. It records your entries for discussion before a document review.
On a big firm vs. a lawyer who picks up
From my experience, most small businesses don't need a Bay Street tower — they need a lawyer who answers the phone. A large firm makes sense for a financing round or a complex multi-party acquisition. But for an incorporation, a supplier contract, or a partner dispute, the big-firm model often means a junior you've never met doing the work at a senior rate, and a week's delay for a question that takes five minutes to answer. I keep my practice deliberately accessible: I do the work myself, I agree on the scope and flat fee before transaction work begins, and you deal with me directly — not a rotating cast and a running meter.
On template contracts
From my experience, the free contract you downloaded is usually worse than no contract at all, because it gives you false confidence. I've watched owners rely on a template written for another province — or another country — that quietly waived rights Ontario law would otherwise have protected, or included a non-compete that isn't enforceable against an employee here. A contract's whole job is to hold up on your worst day, when the other side is looking for a way out. Generic templates are drafted to be broadly acceptable, not to protect you specifically — and that gap is exactly where disputes live.
On disputes with people you trusted
From my experience, the hardest business disputes aren't with strangers — they're with the partner, supplier, or client you built something with. Emotion makes them expensive: people spend far more fighting to be proven right than the disagreement is worth in dollars. When a relationship starts to sour, the move that saves the most money is an early, unemotional demand and a clear-eyed read on what you can actually prove and recover. I'd rather help you settle a live problem quickly than watch a fixable dispute harden into a year of litigation nobody really wins.
Why Choose Jonathan Kleiman
15+
Years experience
Business and corporate law across Toronto since 2010.
1,000+
Business, contract & litigation matters handled
For entrepreneurs, small businesses, and corporations.
4.7★
Google rating
Based on 250+ reviews.
FREE
First consultation
30 minutes. No fee, no obligation.
Flat-fee
Pricing
Quoted before work, with the scope agreed.
Direct
Access
Jonathan answers his own phone, email, and text.
Jonathan earned his B.A. (with distinction) at McGill University and his J.D. at Queen's University. He has been a member of the Law Society of Ontario since 2010.
Your business lawyer should be someone who understands your goals, responds quickly, and gives you straight advice — not someone you have to schedule weeks in advance to reach. See what clients say about working with Jonathan.
Speak With a Toronto Business Lawyer Today
Send the proposed deal, agreement or corporate records and explain your deadline. Book a free 30-minute consultation to discuss the work you need. Flat fee quoted before work.
Call 416-554-1639 or book a free consultation.
Jonathan also handles contract drafting and review, incorporation, selling a business, buying a business, and Small Claims Court litigation.
FAQ
FAQs.
The questions Toronto business owners and entrepreneurs ask most often about working with a business lawyer.
How much does a business lawyer cost in Toronto?
The fee depends on the documents, complexity, deadline and work required. For contracts, shareholders’ agreements, commercial leases, incorporation and corporate cleanup, Jonathan scopes the work and quotes a flat fee before work begins. The initial 30-minute consultation is free.
Do you offer flat-fee business legal services?
Yes. Flat fee quoted before work. The quote identifies the agreed scope and deliverables so you can decide whether to proceed. If you need negotiation, additional revisions or further work beyond that scope, the scope and fee are agreed before the additional work begins.
Is the 30-minute consultation really free?
Yes. The initial 30-minute consultation is free, with no obligation to proceed. Explain the deal, the parties and your deadline so Jonathan can assess the fit and next steps. Document review, drafting and other legal work are paid services quoted separately.
Do you handle contracts or business disputes?
Both, depending on the matter. Use the contract service for an agreement you need reviewed or drafted. For unpaid invoices, money owed or a dispute that has already arisen, start with the Small Claims or contract dispute path. Jonathan assesses whether the matter fits the practice; Superior Court matters and complex litigation are referred when outside its scope.
Do you review commercial leases or residential leases?
Jonathan reviews commercial offers to lease, leases and personal guarantees for business premises. Send the offer to lease before signing so the proposed terms can be reviewed at that stage. New residential Landlord and Tenant Board matters are referred out.
When do you refer a matter to another lawyer?
New residential Landlord and Tenant Board matters are referred out. Superior Court matters and complex litigation are referred when outside the scope of the practice. Jonathan uses the initial consultation to assess the type of work, complexity and deadlines before agreeing to act.
When should I hire a business lawyer?
Speak with a lawyer before signing a contract or offer to lease, settling ownership terms, incorporating, or buying or selling a business. Share the proposed deal and your deadline while there is still time to consider changes.
What does a business lawyer do?
A business lawyer helps with the legal decisions involved in starting and running a business. Jonathan’s transaction work includes contracts, shareholders’ and cofounder agreements, commercial leases, incorporation and corporate records. Ongoing business advice is available with an agreed scope.
Do I need a lawyer to incorporate my business in Ontario?
You can incorporate without a lawyer. Legal advice helps you address the share structure, initial corporate documents and ownership arrangements as part of the setup. Jonathan can also review existing corporate records and identify cleanup work.
What is the difference between a business lawyer and a corporate lawyer?
The terms overlap. Corporate law concerns the company itself: its structure, ownership and governance. Commercial law concerns its dealings, including contracts, leases and business purchases. Business counsel brings those areas together around the work your business needs.
How do I choose the right business lawyer in Toronto?
Look for experience with your type of transaction, clear pricing and direct access to the lawyer doing the work. Ask what the fee covers, what information is needed and whether your deadline can be met. Jonathan handles the work personally and quotes the flat fee before work begins.
Service Area
Serving the Greater Toronto Area.
Jonathan represents businesses and individuals across the GTA. Whether your business is based in downtown Toronto or the surrounding cities, you receive the same direct access, flat-fee pricing, and experienced legal counsel.
Send the deal. Agree on the fee.
Contracts, shareholders’ agreements, commercial leases and incorporation. Work directly with Jonathan Kleiman, with a flat fee quoted before work. Start with a free 30-minute consultation.