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Is this website specific for US law, or do you provide

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Is this website specific...

Is this website specific for US law, or do you provide services for Canadians as well? On Google, your annotation says that you provide Canadian-specific services, but this page looks like US-only site

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I have a question related to Canadian customer protection law, in the matter of investments advisory and my liability as an operator of a website

Submitted: 4 months ago.Category: Canada Law
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Answered in 5 minutes by:
12/11/2017
Lawyer: Debra, Lawyer replied 4 months ago
Debra
Debra, Lawyer
Category: Canada Law
Satisfied Customers: 103,984
Experience: Lawyer
Verified

Hello! My name is Debra (formerly known as Legal Ease). Thank you for your question. I'm reviewing it now, and will post back again shortly.

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Lawyer: Debra, Lawyer replied 4 months ago

I am a lawyer in Canada and happy to help.

Please set out the basic facts and then your specific question.

Thanks

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Customer reply replied 4 months ago
Hello Ms. Debra
Here are details of my business project:
I live in Vancouver, BC. My small business provides specializes in business advisory and administration services for international investors. We do not work with Canadian or US clients, but we have not insignificant number of clients from the European Union, Russia and Asia, who have incorporated their business in the USA or Canada and who have retained our services for accounting and administrative services.
We would like to start online marketplace for foreign entrepreneurs, who seek private investors. The website would also help entrepreneurs who experience cash flow problems and need refinancing, private loans, etc. Through our online system, we will also match them with private sources of funding (= investors, creditors). Creditor receives also a collateral in the form of a lien (- all assets are considered: company shares, real estate, shop equipment, vehicles, goods in warehouse, future sales ...). We already work closely with major auditing firms on valuation of these assets.
According to preliminary tests that we have made, both Canadian and US private investors would be interested in doing business with us.
In the beginning, we would like to open this website only to Canadian accredited investors, as defined in Subsection 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions (“NI 45-106“) and to US accredited investors, as defined in Rule 501 of Regulation D, SEC. We would also like to offer these services internationally to wealthy private investors of Asian countries.
I was originally thinking about starting this project in the USA (as US market would bring better growth potential for this type of project), but US environment would not work for this type small business; my startup costs would be too high. According to US law, my small business would be immediately classified as an investment broker, we would have to work through licensed investment brokerage house (or, to become one) and we would have significant liability for all deals that are facilitated through our website.
QUESTIONS:
1. I wonder if Canadian business law defines our legal position in the aforementioned online transactions in a similar way, i.e. - do you think that we would be recognized as an investment broker in Canada, or that we would be recognized just a provider of a general commercial service through electronic media, or somethining else ..?.
2. I wonder if it could simplify our startup phase, if we incorporate holding corporation ABC in a jurisdiction that is more liberal (for example, Hong Kong), and assign all operations of the web server + all settlement contracts to this jurisdiction.
We have no intention to relocate our business to Hong Kong (or to be more specific, to emigrate from Canada) and we would probably just hire some business managers in Hong Kong for this purpose. Other than that, we would subcontract management operations of web servers, all marketing and all financial settlements to Canada for a fee. If we did that, would we be off the hook from the perspective of SEC and other regulatory authorities, or would we still be exposed to the liability consequences of investment brokers in North America?
3. From legal perspective, do you have any other recommendations, how to structure / organize this business project?
Lawyer: Debra, Lawyer replied 4 months ago

This is beyond my expertise.

I am going to opt out.

Take good care.

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Lawyer: Ulysses101, Lawyer replied 4 months ago
Ulysses101
Ulysses101, Lawyer
Category: Canada Law
Satisfied Customers: 3,722
Experience: 11 years experience in Canada family law, plus criminal, civil, and employment
Verified

Hello, thank you for the question. I'm sorry that Debra opted out, but you're really beyond the site's purview here.

Why don't you have a good corporate lawyer and accounting firm working for you yet?

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Customer reply replied 4 months ago
I need second opinion
Lawyer: Ulysses101, Lawyer replied 4 months ago

So, you have an opinion from your retired corporate counsel and accountant?

Let's be honest. What good is it to you to get a "second opinion" from an anonymous internet lawyer?

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Customer reply replied 4 months ago
Thinking beyond the box is the quality that comes with anonymity of this website - you can write an idea and do not risk too much. Moreover, once you retain services of a reputable firm, lawyers become conservative. Conservative thinking and knowledge of case law is highly appreciated if your faces a lawsuit, but it not that useful, if your client need to bypass an obstacle...
Lawyer: Ulysses101, Lawyer replied 4 months ago

That's a quality in starting a business. The best quality of a good lawyer is to spot your worst case scenarios and tell you how to avoid them, especially the ones that you didn't think of.

What will your lawyers and accountants say when you say that an online anonymous lawyer thinks that they are doing it wrong? You're going to affect your relationship with those professionals. If they've given you answers you don't like then ask them to do some research into the grey areas for you.

As I said, it's beyond the purview of the site to work with customers on these kinds of matters. As well, there aren't any experts to my knowledge who are going to be willing or able to answer you.

I don't like seeing customers go unanswered, and didn't want you to wait for an answer that isn't coming. I see that you've become a member, and I hope that you get use out of the site. But if you joined just to get input on this topic you might want to ask for a refund.

Since I've engaged you, I'll help you proceed as you wish. Thoughts?

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Customer reply replied 4 months ago
Refund would be the best step from this point forward. Thank you.
Lawyer: Ulysses101, Lawyer replied 4 months ago

I'll ask customer service to engage with you, no need to reply here.

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Ulysses101
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Category: Canada Law
Satisfied Customers: 3,722
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Experience: 11 years experience in Canada family law, plus criminal, civil, and employment

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