# Smutylo Law+

> Boutique Canadian business law practice based in Ottawa, Ontario, led by principal lawyer Koby Smutylo. External general counsel to entrepreneurial individuals, owner-operated businesses, mid-market companies, and TSX/TSX-V listed public issuers across Canada and abroad. A core, dedicated practice helps Ontario business owners sell a business or plan succession, on flat fees.

## About

- **Firm name:** Smutylo Law+
- **Founded:** 2010
- **Principal lawyer:** Koby Smutylo
- **Location:** Ottawa, Ontario, Canada (remote-first practice)
- **Contact:** koby@lawyercorporation.ca
- **Phone — Ontario:** 613.869.5440
- **Phone — British Columbia:** 604.937.6006
- **Phone — California:** 805.459.0479
- **Website:** https://lawyercorporation.ca/
- **LinkedIn:** https://www.linkedin.com/in/koby-smutylo-businesslaw
- **Service area:** Canada, United States, South America, Europe, Asia

Koby Smutylo was called to the Bar of Ontario in 2001 and has practiced continuously since. He holds a Juris Doctor from Western University (1999) and a Bachelor of Arts (Political Science, First Class Honours) from Queen's University (1995). He began private practice on Bay Street in Toronto at McLean & Kerr LLP and Beach, Hepburn LLP, focusing on corporate, securities, corporate finance, and mining law. He then served as senior corporate counsel to Corel Corporation, managing in-house legal teams in Ottawa, Taiwan, and Japan. Since 2010 he has been the principal lawyer of Smutylo Law+, while also serving in selected in-house general counsel roles with Canadian public and private companies in regulated industries.

In 2026 he completed substantial training in mediation and dispute resolution, including Mediating the Litigated Case at the Straus Institute for Dispute Resolution at Pepperdine University, collaborative divorce training in both Canada and the United States, and Relational Life Therapy training; he is also pursuing a Master's in Clinical Psychology at Antioch University Santa Barbara.

## Practice Areas

Each practice area has a dedicated page:

- **Business Law** — https://lawyercorporation.ca/business-law/ — Corporate structuring, commercial contracts, shareholder agreements, financings, M&A, and general counsel services.
- **Technology & Licensing** — https://lawyercorporation.ca/technology-licensing/ — SaaS and enterprise software agreements, IP licensing, reseller and distribution arrangements, privacy and data law.
- **Securities & Public Companies** — https://lawyercorporation.ca/securities-and-public-companies/ — Private placements, IPOs, prospectus exemptions, continuous disclosure, TSX and TSX-V listings and compliance, RTOs.
- **Mining Law** — https://lawyercorporation.ca/mining-law/ — Counsel to mining and resource companies on corporate matters, regulatory compliance, option and JV agreements, and public company obligations on the TSX and TSX-V.
- **Canadian Representative** — https://lawyercorporation.ca/canadian-representative/ — Serving as Canadian legal representative for foreign companies doing business in Canada.
- **Estate Planning for Business Owners** — https://lawyercorporation.ca/estate-planning/ — Tax-efficient estate planning for business owners and families: dual wills for private-company shares, estate freezes, incapacity planning, probate (estate administration tax) and capital gains, and cross-border planning.
- **Dispute Resolution & Mediation** — https://lawyercorporation.ca/dispute-resolution-mediation/ — Commercial and family mediation, collaborative practice, and pre-litigation negotiation.

## Selling a Business & Succession (Ontario)

A dedicated flat-fee practice for Ontario owners selling a business or planning what comes next. The firm is not a business brokerage: it does not list businesses or charge success fees. It acts for one side per deal, never both.

- **Selling a Business (overview)** — https://lawyercorporation.ca/selling-a-business/ — Hub for owners selling or handing over a business: sell with or without a broker, get ready to sell, or sell to employees.
- **Sell Without a Broker** — https://lawyercorporation.ca/sell-your-business-without-a-broker/ — Fixed-fee deal packages from letter of intent to closing when you already have a buyer (competitor, employee, or family). Owners in Ontario can sell without a broker.
- **Sell With a Broker** — https://lawyercorporation.ca/sell-your-business-with-a-broker/ — Flat-fee deal counsel for broker-listed sales; the broker finds the buyer, the lawyer protects the deal.
- **Get Ready to Sell (Sale-Readiness Review)** — https://lawyercorporation.ca/get-your-business-ready-to-sell/ — Flat-fee legal review 1–3 years before a sale; fee credited against a later deal.
- **Employee Ownership Trusts (EOT)** — https://lawyercorporation.ca/employee-ownership-trusts/ — Sell to employees with a capital gains exemption of up to $10 million on a qualifying sale (shared among sellers; now a permanent incentive). Fixed-fee feasibility assessment.
- **Buying the Business You Work For** — https://lawyercorporation.ca/buying-the-business-you-work-for/ — For employee and management buyers: management buyouts, earn-ins, and EOTs. One side per deal.
- **What Is My Business Worth?** — https://lawyercorporation.ca/what-is-my-business-worth/ — Free client-side estimator using owner earnings (SDE) and typical Canadian industry multiples.
- **Selling a Business FAQ** — https://lawyercorporation.ca/selling-a-business-faq/ — Plain-language answers: lawyers, brokers, taxes, share vs asset sales, employees, timelines, cost.
- **For Brokers & Advisors** — https://lawyercorporation.ca/for-business-brokers-advisors/ — Referral deal counsel for business brokers, accountants, and wealth advisors: fixed quotes in 48 hours, fast turnarounds. The firm refers brokerage needs back to brokers.
- **Selling a Business — Northern Ontario** — https://lawyercorporation.ca/selling-a-business-northern-ontario/ — Virtual-first service for Sudbury, Thunder Bay, North Bay, Sault Ste. Marie, Timmins.
- **Selling a Business — Southwestern Ontario** — https://lawyercorporation.ca/selling-a-business-southwestern-ontario/ — Virtual-first service for Windsor, Sarnia, Chatham-Kent, Leamington, St. Thomas.

## AI Document Review

- **AI Document Review** — https://lawyercorporation.ca/ai-document-review/ — Fixed-fee lawyer review of AI-drafted documents (agreements, SaaS contracts, LOIs, corporate documents, website terms) for enforceability under Canadian law, risk, and missing clauses. The firm positions itself as the review layer on top of AI, not a competitor to it.

## Legal Resource Centre (free tools)

Free checklists, templates, and guides for Canadian business owners. No sign-up; each page is printable / saveable as PDF, and links to the related service.

- **Legal Resource Centre** — https://lawyercorporation.ca/legal-resource-centre/ — Hub for all free resources.
- **Shareholder Agreement Checklist** — https://lawyercorporation.ca/shareholder-agreement-checklist/
- **Asset Purchase Due Diligence Checklist** — https://lawyercorporation.ca/asset-purchase-due-diligence-checklist/
- **Share Purchase Due Diligence Checklist** — https://lawyercorporation.ca/share-purchase-due-diligence-checklist/
- **Letter of Intent (LOI) Template & Guide** — https://lawyercorporation.ca/letter-of-intent-template/
- **Purchase & Sale Agreement Checklist** — https://lawyercorporation.ca/purchase-and-sale-agreement-checklist/
- **Independent Contractor Checklist** — https://lawyercorporation.ca/independent-contractor-checklist/
- **Founder Legal Checklist** — https://lawyercorporation.ca/founder-legal-checklist/
- **AI Contract Review Guide** — https://lawyercorporation.ca/ai-contract-review-guide/
- **NDA & Confidentiality Checklist** — https://lawyercorporation.ca/nda-confidentiality-checklist/
- **SaaS Agreement Checklist** — https://lawyercorporation.ca/saas-agreement-checklist/
- **Sale-Readiness Checklist** — https://lawyercorporation.ca/sale-readiness-checklist/
- **Employee Ownership Trust (EOT) Feasibility Checklist** — https://lawyercorporation.ca/eot-feasibility-checklist/
- **Estate Planning Checklist for Business Owners** — https://lawyercorporation.ca/estate-planning-checklist-business-owners/

## Cross-Border Services for US Clients

The firm has dedicated landing pages for US-based clients needing Canadian counsel:

- **Canadian Contract Review for US Companies** — https://lawyercorporation.ca/canadian-contract-review/ — Review of US-drafted contracts for compliance with Canadian federal and provincial law (privacy, employment, tax withholding, consumer protection, governing law and enforceability).
- **Canadian Counsel for California Companies** — https://lawyercorporation.ca/california-companies-canadian-counsel/ — Dedicated California line (805.459.0479) and Canadian-law counsel for California companies entering or operating in Canada.
- **Canadian Co-Counsel for US Law Firms** — https://lawyercorporation.ca/us-law-firms-canadian-co-counsel/ — Opinion letters, local counsel, and Canadian-law co-counsel for US law firms with cross-border matters.
- **Canadian Counsel for SaaS & Software Companies** — https://lawyercorporation.ca/canadian-counsel-saas-software-companies/ — SaaS contracts, Canadian customer terms, hiring, IP, reseller agreements, and M&A for software businesses.
- **Canadian Counsel for Mining & Resource Companies** — https://lawyercorporation.ca/canadian-counsel-mining-resource-companies/ — TSX and TSX-V experience, option and JV agreements, prospectus exemptions, and US-investor Canadian-law support.

## About the Principal Lawyer

- **About Koby Smutylo** — https://lawyercorporation.ca/about-koby-smutylo/ — Bio, experience, and approach of the firm's principal lawyer.

## Insights & Articles

Plain-language guides for business owners, each with an answer-first summary and FAQ. Written by Koby Smutylo.
- **Multiplying the Capital Gains Exemption With a Family Trust** — https://lawyercorporation.ca/insights/multiply-capital-gains-exemption-family-trust/ — How a family trust multiplies the lifetime capital gains exemption across beneficiaries on a business sale, and where the aggressive second-trust step-up runs into GAAR and the surplus-stripping rules.
- **What Is an Estate Freeze, and When Should You Consider One?** — https://lawyercorporation.ca/insights/what-is-an-estate-freeze/ — What an estate freeze is, how it caps your tax at death by fixing today’s value, and the moments to consider one.

- **Are Non-Competes Even Enforceable in Canada?** — https://lawyercorporation.ca/insights/non-compete-enforceable-canada/ — In Ontario, employee non-competes are largely banned — but they still bite in a business sale. When a non-compete holds up in Canada, and when courts strike it.
- **Business Succession Planning: Your Options and How to Choose** — https://lawyercorporation.ca/insights/business-succession-planning-options/ — Business succession options compared: sell to a third party, transfer to family, a management buyout, an Employee Ownership Trust, or wind down.
- **Canadian Business Law Glossary — Key Terms Explained** — https://lawyercorporation.ca/insights/canadian-business-law-glossary/ — A plain-language glossary of Canadian business law terms — from earn-outs and shotgun clauses to estate freezes, the oppression remedy, EOTs, and the LCGE.
- **Canadian Privacy Law for US Companies** — https://lawyercorporation.ca/insights/canadian-privacy-law-for-us-companies/ — Practical guide to PIPEDA, Quebec Law 25, BC PIPA, and Alberta PIPA for US companies — what they require and where US privacy programs fall short.
- **Climate Change Is a Contract Problem, Too** — https://lawyercorporation.ca/insights/climate-change-business-contracts/ — As extreme weather becomes foreseeable, boilerplate force majeure stops protecting you. How climate risk shows up in supply contracts, leases, and diligence.
- **Commercial Mediation: How It Works, What It Costs, and When It Beats Litigation** — https://lawyercorporation.ca/insights/commercial-mediation-how-it-works/ — Commercial mediation explained: a neutral helps you settle a business dispute privately, in a day, for far less than litigation. How it works and what it costs.
- **Do I Need a Lawyer to Sell My Business?** — https://lawyercorporation.ca/insights-do-i-need-a-lawyer-to-sell-my-business/ — There's no law that says you must hire one. Here's what the lawyer actually does in a business sale, and what tends to happen without one.
- **Dual Wills in Ontario: Keeping Your Company Out of Probate** — https://lawyercorporation.ca/insights/dual-wills-ontario-business-owners/ — Own private-company shares? A single will can cost your estate thousands in Ontario probate tax. How dual wills keep your company out of probate.
- **Due Diligence: What Buyers Look For When You Sell** — https://lawyercorporation.ca/insights/due-diligence-selling-your-business/ — Due diligence is the buyer’s deep inspection of your business — what they check, how findings reprice a deal, and how to be ready before you sell.
- **Earn-Outs: Getting Paid After You Sell Your Business** — https://lawyercorporation.ca/insights/earn-outs-selling-a-business/ — Earn-outs bridge a price gap by paying part of the sale price later, based on performance. How they’re structured, where sellers get burned, and what to negotiate.
- **Employee Ownership Trusts in Canada: How They Work** — https://lawyercorporation.ca/insights/employee-ownership-trusts-canada-explained/ — Canada’s $10M capital-gains exemption for selling to an Employee Ownership Trust is now permanent. What an EOT is, who qualifies, and where the traps are.
- **Estate Freezes: Passing Growth to the Next Generation Tax-Deferred** — https://lawyercorporation.ca/insights/estate-freeze-business-owners/ — An estate freeze caps the tax on your company at today’s value and passes future growth to the next generation, tax-deferred. How it works and the catches.
- **Family Business Governance: The Structures That Work (and the Ones That Don’t)** — https://lawyercorporation.ca/insights/family-governance-structures-that-work/ — Which family-business governance structures last, and which quietly fail? Boards, councils, constitutions and shareholder agreements, with the survival stats.
- **Hiring Canadian Employees: A Guide for US Companies** — https://lawyercorporation.ca/insights/hiring-canadian-employees-us-companies/ — What US companies need to know about hiring their first Canadian employee — reasonable notice, classification, equity grants, and permanent-establishment risk.
- **How to Have Hard Conversations With Business Partners** — https://lawyercorporation.ca/insights/difficult-conversations-business-partners/ — The hardest talks between business partners get put off until they explode. How to have them well — and the agreement that makes them easier.
- **How to Raise Money From Accredited Investors** — https://lawyercorporation.ca/insights/raising-money-from-accredited-investors/ — The accredited investor exemption is how most private raises happen in Canada. Who qualifies, how to verify investors, the documents, and the filing you can’t skip.
- **How to Resolve a Business Partner Dispute Without Going to Court** — https://lawyercorporation.ca/insights/business-partner-dispute-without-court/ — A business partner dispute doesn’t have to become a lawsuit. The path from negotiation to mediation to a buyout, with court as the last resort.
- **How to Sell Part of Your Business Without Losing Control** — https://lawyercorporation.ca/insights/sell-part-of-your-business/ — How to sell part of your business: selling shares vs issuing new shares, valuing a minority stake, the shareholder agreement, tax, and keeping control.
- **How to Sell Your Business to a Partner or Employee Over Time** — https://lawyercorporation.ca/insights/sell-your-business-over-time/ — Sell your business gradually to a partner, employee, or family member: staged buy-ins, vendor take-backs, earn-outs, and the security that protects you.
- **Incapacity Planning for Business Owners: Powers of Attorney That Keep the Business Running** — https://lawyercorporation.ca/insights/incapacity-planning-business-owners/ — A will only matters when you die. If you’re incapacitated, who runs the company? Ontario powers of attorney for business owners, done right.
- **Increase Your Business’s Value Before You Sell** — https://lawyercorporation.ca/insights/increase-business-value-before-selling/ — Business value is earnings times a multiple, and the multiple is about risk. The changes that raise it — and why they have to start a year or two before you sell.
- **Is an AI-Drafted Contract Legally Binding in Canada?** — https://lawyercorporation.ca/insights/is-an-ai-drafted-contract-binding-canada/ — Is a contract drafted by AI enforceable in Canada? Yes, if the essentials are present. The real risks: U.S. law bleeding in, unenforceable clauses, and missing terms.
- **Limitation of Liability Under Canadian Law** — https://lawyercorporation.ca/insights/limitation-of-liability-canadian-law/ — How Canadian courts treat exclusion clauses under the post-Tercon framework, and what US contract drafters most often miss.
- **Mediation vs. Litigation for a Business Dispute: Which Is Right?** — https://lawyercorporation.ca/insights/mediation-vs-litigation-business-dispute/ — Mediation vs litigation for a business dispute: who decides, cost and time, privacy and control, what each gives you, and when litigation is actually the right tool.
- **Minority Shareholder, No Dividends, No Way Out? Your Options** — https://lawyercorporation.ca/insights/minority-shareholder-no-way-out/ — No dividends, no shareholder agreement, no way out of a private company? Your real options: buyout, the oppression remedy, wind-up, and the derivative action.
- **Passing the Family Business to the Next Generation** — https://lawyercorporation.ca/insights/passing-family-business-next-generation/ — How to pass your family business to your children: separating management, ownership and fairness, the estate freeze, and the 2024 intergenerational transfer rules.
- **Resolving a Shareholder Deadlock Without Going to Court** — https://lawyercorporation.ca/insights/shareholder-deadlock-without-court/ — Fifty-fifty owners stuck? Resolve a shareholder deadlock without litigation: shotgun clauses, buyouts, mediation, arbitration, and court remedies as leverage.
- **Setting Up a Canadian Subsidiary: A Legal Checklist for U.S. Companies** — https://lawyercorporation.ca/insights/canadian-subsidiary-us-companies/ — A legal checklist for U.S. companies setting up a Canadian subsidiary: federal vs Ontario incorporation, director-residency rules, GST/HST, payroll, timing and fees.
- **Share Sale vs. Asset Sale When Selling Your Business** — https://lawyercorporation.ca/insights-share-sale-vs-asset-sale/ — Sellers want a share sale, buyers want an asset sale — and the difference can change your after-tax proceeds a lot. The plain-language version.
- **Shareholder Agreements: What Co-Owned Businesses Need** — https://lawyercorporation.ca/insights/shareholder-agreements-what-you-need/ — If your business has more than one owner and no shareholder agreement, the law writes one for you. The clauses that matter, and why to sign early.
- **Should You Incorporate or Stay a Sole Proprietor?** — https://lawyercorporation.ca/insights/incorporate-or-sole-proprietor/ — The real trade-offs between incorporating and staying a sole proprietor in Canada — liability, tax deferral, the capital gains exemption, and when it pays off.
- **The Future of Law Firms: What Harvey and AI Actually Change** — https://lawyercorporation.ca/insights/future-of-law-firms-ai/ — A working lawyer’s take on how Harvey and legal AI are changing law firms — what actually shifts for clients and lawyers, and what AI still can’t do.
- **The Letter of Intent in a Business Sale: What to Lock Down** — https://lawyercorporation.ca/insights/letter-of-intent-business-sale/ — The letter of intent is where a business sale is really won or lost. What to make binding, what to leave open, and the terms sellers give away too early.
- **US Tariffs and Your Supply Contracts: What to Check** — https://lawyercorporation.ca/insights/tariffs-supply-contracts-canada-us/ — US tariffs keep shifting. The contract terms that decide who absorbs the cost — delivery terms, force majeure, and tariff clauses — in Canada–US supply deals.
- **Using AI to Save on Small Business Legal Costs** — https://lawyercorporation.ca/insights/small-business-ai-legal-services/ — AI can cut your legal spend on drafts, plain-language explanations, and prep — but not judgment. Which models to use, the risks, and where a lawyer still matters.
- **What Is an Accredited Investor (and Should You Be One)?** — https://lawyercorporation.ca/insights/what-is-an-accredited-investor/ — Who qualifies as an accredited investor in Canada, how you actually become one, and why the status opens doors to private investments — with the risks.
- **What You Give Away Pasting Contracts Into ChatGPT** — https://lawyercorporation.ca/insights/ai-confidentiality-pasting-contracts/ — Pasting a contract into a public AI tool can waive confidentiality, breach an NDA, and expose privileged information. What to check before you do it.
- **When Do You Actually Need a Shareholder Agreement?** — https://lawyercorporation.ca/insights/when-do-you-need-a-shareholder-agreement/ — One owner? You don’t. Two or more? You do — and specific moments (a new partner, an investor, a family business, employee equity) make it urgent. How to spot them.
- **When to Hold, When to Fold: Knowing When to Walk Away** — https://lawyercorporation.ca/insights/when-to-hold-fold-walk-away/ — Keep going, renegotiate, or get out? A guide to reading a partnership, deal, or dispute — and building the exits that let you walk away cleanly.
- **Why Family Businesses Need Real Governance** — https://lawyercorporation.ca/insights/family-business-governance/ — Mixing family and business without governance is how good companies tear themselves apart. The structures that keep a family business — and the family — intact.


## Typical Clients

Software and technology companies, mining and resource issuers, finance and investment firms, professional services firms (medical, dental, legal), and foreign companies expanding into Canada.

## Engagement Model

Most engagements take the form of external general counsel — handling day-to-day legal questions that come up in running a business without the cost of an in-house team. The firm also takes on individual matters such as M&A transactions, licensing negotiations, and public company filings.

## Contact

For consultations, contact Koby Smutylo directly at koby@lawyercorporation.ca, or call one of the regional numbers: Ontario 613.869.5440, British Columbia 604.937.6006, or California 805.459.0479. Initial consultations are straightforward, with no pitch and no pressure.