What is a Corporate Will?

We sometimes get requests to prepare corporate wills for clients. Depending on the context, someone could actually mean a few different things when they talk about a corporate will.

In other provinces with high probate fees, a secondary will (the “corporate” will) may be created to deal with a person’s business assets to avoid probate fees on those assets. However, in Alberta we have very low probate fees (currently a maximum of $625) so creating a secondary will usually isn’t necessary.

Once we dig into business owner’s request to get a corporate will, it may be that the person is not looking to get a second will to avoid probate fees but instead wants to know what happens with the corporation and its assets if she dies.

Since the corporation is a separate legal entity from its owners, it will continue to exist and own the same assets even after the business owner/shareholder dies.

Often the only business asset the person owns is the shares of the corporation. If there is a unanimous shareholder agreement, it will usually specify what happens with the person’s shares of the corporation is she dies; e.g., the other shareholders may have an option to buy the deceased person’s shares, or the deceased’s estate may have the option to require the corporation to buy back the shares. If there is no shareholder agreement, the shares will be dealt with as specified in the person’s will – another good reason to get your personal will prepared and keep it up to date.