shareholders agreement template canada

The option to end it upon the agreement of all shareholders should only be used where there are a relatively small number of shareholders, the Corporation is not thinking of taking on new shareholders, and the shareholders have a good working relationship. Shareholder Agreements and the Oppression Remedy ... Ltd. v. Canada [1998] 1 S.C.R. They give these family members shares of the company that have value. Under the Canada Business Corporations Act (CBCA), a unanimous shareholder agreement (USA) is an agreement among all of the corporation’s shareholders. Shareholder Agreements are very vital documents in the business structure of a corporation. The Shareholders agree to vote at all meetings of the Shareholders and to act in all other respects in connection with the corporate proceedings of the Corporation so as to ensure that the nominees of the parties provided for in this Agreement are elected and appointed and retained in office from time to time as members of the Board. (1) No Shareholder may Transfer any Shares to any Person other than to a Permitted Transferee and in compliance with this Article. A person may own a capital company and decide to make his or her children and other family members partners. The arbitration will proceed in accordance with the provisions of the laws of the province of Alberta. Any meeting of the Directors may be called by any Director of not less than ten (10) Business Days-written notice given to all the other Directors, which notice shall contain or be accompanied by an agenda of the business to be considered at the meeting and a reasonably detailed description of each item of business, provided that all the Directors may, by an instrument in writing delivered before or after the meeting or by participating at the meeting, waive notice of any meeting of the Directors. Any actions required to be taken pursuant to this clause will be undertaken at the sole cost and expense of the party undertaking such actions. Any Shareholder may, at any time during usual business hours and without causing unreasonable disruption of the operations of the Corporation, cause such Shareholder's employees, agents, professional advisors or other authorized representatives to review any of the books and records of the Corporation. 13.4 Legend on Certificates. If a Shareholder becomes an Inactive Shareholder pursuant to Section 7.1 and the Other Shareholders do not exercise the Purchase Option or require the Corporation to purchase the Purchased Shares pursuant to Section 7.2,the Inactive Shareholder or its Representative shall have the right, upon notice to the Corporation (the "Compulsory Purchase Notice") within twenty Business Days following the expiry of the Exercise Period (the "Compulsory Purchase Period"), to require the Corporation to purchase the Purchased Shares.7.4 Purchase Price for Shares. Such appointment is coupled with an interest and this power of attorney shall not be revoked or terminated by any act or thing unless this Agreement is terminated or unless such Shareholder ceases to be bound by the provisions of this Agreement. If any Shareholder notifies the other Shareholders and the Corporation, in writing, on or before the day immediately preceding the day of the intended meeting, requesting a delay of the intended meeting, the Corporation will delay the intended meeting 5 (five) Business Days from the day originally scheduled for the intended meeting or such earlier date as may be contained in such notice. (2) "Permitted Transferee" means, in relation to any Person, any one or more of: (c) A trust, the sole beneficiaries of which are any person or persons specified in any one or more subsections of this definition; and. If, at the Time of Closing, the Vendor is indebted to the Corporation in an amount recorded on the books of the Corporation and verified by the Auditors, the Vendor shall repay such amount to the Corporation at the Time of Closing and, if the Vendor fails to make such repayment, the Purchaser will be required to pay the amount of such indebtedness to the Corporation from the Purchase Price and the amount of the Purchase Price payable to the Vendor will be reduced accordingly. 2.12 Notice of Meeting of Shareholders. The arbitration shall be held in ________. If a corporation is incorporated under federal law, the applicable statute is the Canada Business Corporations Act. No party to this Agreement will be deemed to have waived any provision of this Agreement unless such waiver is in writing, and then such waiver will be limited to the circumstances set forth in such written waiver. BETWEEN: and and (Hereinafter referred to as the “Corporation”) RECITALS: 1.The Corporation was incorporated under the Act by articles of incorporation dated ; 1.Each of the Shareholders is the … (3) If all of the Shares of any issue are not subscribed for within a period of 90 days after the same Shares are offered to the Shareholders pursuant to the provisions of this Section, the Corporation shall, during the following period of 90 days, offer all or any of the Shares not taken up by the Shareholders to any Person who is not a Shareholder, but the price at which the Shares may be allotted and sold will not be less than the subscription price offered to the Shareholders, pursuant to this Section. If a notice, request, demand or other communication is delivered by registered mail, and regular mail service will be interrupted by strikes or other irregularities on or before the fifth Business Day after the mailing thereof, such notice, request, demand or other communication will be deemed to have been received only upon personal delivery thereof. 6.1 Offer to Purchase. The Corporation will carry on the business of: 2.2 Action in accordance with this Agreement. Each of the Shareholders is the registered and beneficial owner of the number and class of shares in the capital of the Corporation set out opposite such Shareholder's name below: and the said shares in the aggregate represent all of the issued and outstanding shares in the capital of the Corporation as of the date of this agreement. The blurry words become clear when the document is downloaded. 1. The Corporation was incorporated under the Act by articles of incorporation dated ________. Such arbitration will be conducted by a single arbitrator. In circumstances where a Triggering Event has occurred, the Fair Market Value per Share will be estimated by the Board of Directors. Every corporation with more than 1 shareholder should have a shareholder agreement in place, like this Unanimous Shareholder Agreement for Alberta corporations. 13.12 Independent Legal Advice. Prior to the commencement of each fiscal year, the President or Chief Executive Officer of the Corporation shall prepare and present to the Directors an annual operating and capital expenditures budget for the following fiscal year, which budget will be subject to final approval by resolution of the Directors. 552 555525285258 58222882522 2552 82 5 5882522 8228222 252 555525285258 558828 252 22 2588 825222222 25 252 8582282 252225 22 2588 825222222, 2522 82585 8522 252 82552 22 822252522 252 825222222 58 2288288: 5) 8825 5282282 22 522 252888822 2552 82 52858 5222225825882, 82 225822822 2552 252888822 22 252 2828252 252222 228288552 22 2522 82 22225825882, 25 82 2552 225828852822 88 222 225282225 82 858, 82 588522555822 2552 252888822;8) 82 52 5222225825882 252888822 88 22582825 25 58852255525 82 5882555282 8825 252 2528222 8282822, 82 5285822 2552 252 5282 22 252 825222222 8888 522582 82 222282 58 8582222;8) 82 5285822 2552 522 5222225825882 252888822 8888 522582 58 8582222 82 522 8858528252828 22525 2552 25282 82 85885 252 252888822 88 5285 22 82 5222225825882; 5) 82 225822822 25 588522555822 252 5222225825882 252888822 82585 528582 82 5 2588552 22 52 288222858 2552282 22 2588 825222222, 82 5285822 252 222852 825222222 5222225825882. A Shareholder Agreement, Shareholder Agreement, also known as a stockholder agreement or SPA, is a contract between the stock owners of a corporation that addresses rights and responsibilities, ownership and valuation, finances, assets, capital, dividend payouts, and more. Within these agreements, the corporation lays out its expectations of the shareholders' behavior and obligations and the shareholders establish the set up for the major players in the corporation - these major players include the shareholders themselves and the directors. 2.20 Information to be Provided to Shareholders. 2.5 Election of Directors. You will be able to modify it. It also outlines the basic responsibilities of the shareholders toward the corporation: things such as how the shareholders should handle business opportunities that come their way, restrictions on selling shares, and what will happen if the corporation needs more money. If all the Shareholders of the Corporation present at or participating in a meeting consent, a meeting of Shareholders may be held by means of such telephone, electronic or other communication facilities as permit all Persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a Shareholder participating in such a meeting by such means is deemed for the purposes of the Agreement to be present at that meeting. Each of the Shareholders acknowledges that (i) he, she or it has been advised to obtain independent legal advice with respect to this Agreement, (ii) he, she or it has obtained independent legal advice or has expressly determined not to seek such advice, and (iii) he, she or it is entering into this Agreement of his, her or its own free will with full knowledge of the contents of this Agreement and his, her or its rights and obligations under this Agreement.13.13 Counterparts. (4) Every issue of Shares will be subject to the condition that the subscriber therefore shall, if not a party, agree to be bound by the terms of this Agreement and become a party in accordance with this Agreement. If at any meeting of the Directors the total number of votes (determined without regard to the exercise of any second or casting vote contemplated in this Section) in favour of a particular resolution is equal to the total number of votes against such resolution, then the chairperson of the meeting (if a Director) will have, in addition to any other vote to which the chairperson is entitled, a second or casting vote. Each offer will be made in writing by the Secretary of the Corporation, will indicate the price at which the Shares are being offered as determined from time to time by the Board, will state the use of proceeds of the issue and will state that any Shareholder who desires to subscribe for Shares in excess of their proportion shall, in their subscription, specify the number of Shares in excess of their proportion which the Shareholder desires to purchase. Generally, you don’t need to register your Shareholder Agreement, however, this document may be useful when you create a register of shareholders. 9.2 Obligations of Vendor. A shareholder agreement can set out the specific shareholder agreement terms as to when or if dividends will be issued. The Directors shall from time to time appoint auditors for the Corporation (the "Auditors"). Together, the Shareholders will make up the Board. You can modify it and reuse it. The Shareholders will meet at least annually. If any Shareholder does not subscribe for their proportion, the unsubscribed Shares will be used to satisfy the subscriptions of the Shareholders for Shares in excess of their proportion. You can then open the Word document to modify it and reuse it however you wish. (2) The closing of the transaction of purchase and sale pursuant to the Offer (a "Sale Transaction") will take place on the date which is thirty days after the expiry of the Offer Period (the "Date of Closing"). The arbitrator will have the power to proceed with the arbitration and to deliver his or her award notwithstanding the default by any party in respect of any procedural order made by the arbitrator. How to Choose the Best Legal Structure for your Business. No failure or delay on the part of a party in exercising any right, power or remedy will operate as a waiver thereof, nor will any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Use the form on the left to fill in the template. If (i) no such quorum is present within half an hour following the time at which the meeting is scheduled to take place, the meeting will stand adjourned to the same day in the immediately following week (or, if that day is not a Business Day, the next following Business Day) at the same time and place, and (ii) no such quorum is present within half an hour following the time at which the second adjourned meeting is scheduled to take place, subject to the Act, the Shareholders present shall constitute a quorum for the transaction of the business for which the meeting was called. In a Shareholder Agreement, the corporation and the shareholders agree to the bounds of the relationship between them. Neither the Board of Directors nor the Shareholders may approve or ratify any Transfer of Shares made in contravention of this Agreement and the Corporation shall not permit any such Transfer to be recorded on the share register of the Corporation maintained for the Shares. This Agreement shall terminate on the earlier of: (a) the date on which a Person becomes the registered and beneficial owner of all the Shares; (b) the date this Agreement is terminated by a written agreement of all of the Shareholders; (c) the date upon which there is an initial public offering of Shares; or. Meetings of Directors will be held at least annually at any place within or outside of the province of Alberta,. This template allows you to define which of the company shares may be subscribed to or purchased by the shareholders. All notices, requests, demands or other communications required or permitted to be given by one party to another pursuant to this Agreement will be given in writing by personal delivery, courier service, registered mail (postage prepaid), or facsimile transmission, addressed or delivered to such other parties at the addresses indicated in the introductory clause or at such other address of which written notice is given to the other parties. If the subscriptions in excess are more than sufficient to exhaust the unsubscribed Shares, the unsubscribed Shares will be divided pro rata among the Shareholders desiring Shares in excess of their proportion in proportion to the number of Shares held by them respectively at the time of the offer, but no Shareholder will be bound to take any Shares in excess of the amount the Shareholder so desires. 13.5 Copy of Agreement. A shareholder agreement is a document involving multiple shareholders of a company, detailing the specific outcomes and actions that will be taken in the event of a shareholder leaving the company, whether voluntarily, involuntarily, or if the company ceases trading. However, this agreement will not settle the distribution of an estate or the way in which a shareholder’s wealth is managed should … 2.16 Powers and Duties of Shareholders. This Shareholder Agreement will help set up a structure for this corporation. The Corporation will have no obligation to prepare and present a business plan to the Board for approval. Shareholder Agreement Template. When you make a Settle Agreement or a Service Level Agreement, there’s going to be that section where it talks about what the service provider may do on his or her own whim which does not go against the agreement. This Shareholder Agreement outlines the basic responsibilities of the corporation towards the shareholders: things such as when the corporation should submit a budget, when its directors should meet and how should decisions may be taken by the directors. Rating: Such notices, requests, demands or other communications will be deemed to have been received when delivered, or, if mailed, on the fifth Business Day after the mailing thereof, or, if sent by facsimile transmission, on the second Business Day after confirming transmission. In such case, the Offerees shall purchase the Purchased Shares from the Offeror rateably and any Purchased Shares in excess of an Offeree's rateable portion shall be allocated pro rata based on those Offerees willing to purchase in excess of their rateable proportion pursuant to their acceptance of the Offer provided that no Offeree will be required to purchase Purchased Shares below his or her rateable portion or in excess of the number of Purchased Shares specified in its acceptance of the Offer. The Corporation shall keep a true copy of this Agreement at its registered office and on reasonable prior notice from any party shall make the same available for examination by such party during the Corporation's regular hours of business at such office. The shareholders’ agreement is merely a document that governs the relationship between shareholders in the light of certain events. This Agreement shall not be amended, altered or qualified except by an instrument in writing signed by all of the parties. 1 in the form enacted on ________ (collectively the "By-laws");"Corporation" means ________ and any successor resulting from any amalgamation, merger, arrangement or other reorganization of or including the Corporation or any continuance of the Corporation under the laws of another jurisdiction; "Directors" means the directors of the Corporation; "Governmental Entity" means any (i) governmental or public department, central bank, court, commission, board, bureau, agency, commissioner, minister, governor-in-council, cabinet, tribunal or instrumentality whether international, multinational, national, federal, provincial, state, municipal, local or other, (ii) subdivision or authority of any of the above, or (iii) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above; "Person" means an individual, person, partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning; "Shareholder" means any Person who from time to time holds Shares and is bound by the provisions of this Agreement which, at the time of execution of this Agreement, means the individuals and entities named in the introductory clause; and"Shares" means the shares in the capital of the Corporation, the rights, privileges, restrictions and conditions attaching to which are described in the Articles; 1.2 Currency. All amounts referred to in this Agreement are intended to be in lawful money of Canada unless otherwise specified in this Agreement.1.3 Computation of Time Periods. 2.4 Filling Director Vacancies and Replacement of Nominees. A Shareholders Agreement can be used to say how a corporation will be managed, how disputes will be resolved, what will happen on the death of a shareholder, and to prevent shareholders from competing with the corporation.. Available in all states. For the foregoing purposes, the Auditors will have access to all books of accounts, records and all vouchers, cheques, papers and documents of or which may relate to the Corporation. The Shareholders Agreement - A Sample Agreement Contact: Mike Volker, Tel:(604)644-1926, Email: mike@volker.org (Note - this is just a sample agreement to give the reader some basic ideas. Keep this document updated with shareholder details such as names, addresses, and shares held. Shareholders Resolution Template. 7.3 Compulsory Purchase by Corporation. At the end, you receive it in Word and PDF formats. The Corporation shall deliver a notice to each Shareholder other than the Inactive Shareholder (the "Other Shareholders") immediately following the receipt of notice of, or otherwise becoming aware of, a Triggering Event. 3. Instantly Download Company Shareholders Agreement Template, Sample & Example in Microsoft Word (DOC), Google Docs, Apple Pages Format. If, notwithstanding such best efforts, the delivery up or cancellation of any such guarantees, security or covenant is not obtained, the Corporation shall deliver to the Vendor, the Principal and such other Person an indemnity in writing, in form reasonably satisfactory to counsel for the Vendor, indemnifying them against any and all claims, losses, costs or damages which may be or which shall have been paid, suffered or incurred by them with respect to the guarantee, security or covenant. Unless otherwise agreed in the Sale Transaction and permitted by this Agreement, the Purchase Price (less an amount withheld equal to the face amount of any indebtedness of the Vendor to the Corporation or the other Shareholders or to repay a Lien) must be paid by the Purchaser in full by cash or bank draft at the Time of Closing. The Expert shall be final and binding on the left to shareholders agreement template canada in the light of certain.! To when or if dividends will be conducted by a single arbitrator any place or. Headquarters of the corporation was incorporated under the Act by articles of incorporation dated.! Purchased by the arbitrator this template allows you to define which of laws., whether voluntarily or involuntarily all shareholders agree to the Board for.., will have no obligation to prepare and present a business plan to the bounds of the corporation are.., whether voluntarily or involuntarily how to Choose the Best legal structure this. 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