The Company Share Agreement is a fundamental document used in Canadian corporate governance to establish and regulate the relationship between shareholders and the corporation. This agreement becomes essential when companies need to formalize share ownership arrangements, whether for initial company formation, bringing in new investors, or restructuring existing share arrangements. The document must comply with both federal legislation (particularly the Canada Business Corporations Act) and provincial securities laws. It typically includes detailed provisions for share transfers, voting rights, dividend distributions, and dispute resolution mechanisms. The agreement is particularly crucial for private corporations where shares are not publicly traded and require careful control over ownership transfer and shareholder rights.
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1. Parties: Identification of all parties to the agreement, including the company and all shareholders
2. Background: Context of the agreement, including company details and purpose of the share arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Capital Structure: Details of the company's share capital, including authorized and issued shares
5. Consideration: Details of payment or other consideration for the shares
6. Share Rights and Restrictions: Core rights attached to shares, including voting and dividend rights
7. Transfer Restrictions: Limitations and procedures for transferring shares
8. Right of First Refusal: Process for existing shareholders to purchase shares before they can be sold to third parties
9. Tag-Along Rights: Rights of minority shareholders to join in sale of shares by majority shareholders
10. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale
11. Management and Decision Making: Governance structure and decision-making processes
12. Dispute Resolution: Procedures for resolving disputes between shareholders
13. Confidentiality: Obligations regarding confidential information
14. Termination: Circumstances and procedures for terminating the agreement
15. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in new share issuances
2. Share Vesting Provisions: For agreements involving employee shareholders or founders with vesting schedules
3. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
4. Non-Competition and Non-Solicitation: Restrictions on shareholders competing with the company or soliciting employees/customers
5. Special Share Class Provisions: For companies with multiple share classes with different rights
6. Dead Lock Resolution: Special procedures for resolving management deadlocks in 50/50 ownership situations
7. Founder Provisions: Special rights or obligations applicable to company founders
8. Exit Strategy Provisions: Specific procedures for company sale or IPO
9. Intellectual Property Rights: Special provisions regarding IP ownership and rights when shareholders are also inventors/creators
1. Schedule A - Share Capital Table: Detailed breakdown of share ownership, including number of shares and percentage ownership
2. Schedule B - Form of Share Certificate: Template for share certificates including required legal text and transfer restrictions
3. Schedule C - Deed of Adherence: Template document for new shareholders to sign agreeing to be bound by the agreement
4. Schedule D - Company Information: Detailed company information including registration details and current directors
5. Schedule E - Transfer Notice: Template for notifying other shareholders of intention to transfer shares
6. Schedule F - Valuation Methods: Agreed methods for determining share value in various circumstances
7. Schedule G - Reserved Matters: List of decisions requiring special shareholder approval
8. Appendix 1 - Initial Business Plan: If relevant, the company's initial business plan or strategic objectives
9. Appendix 2 - Share Rights: Detailed description of rights attached to different share classes if applicable
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Professional Services
Retail
Financial Services
Healthcare
Real Estate
Energy
Mining
Agriculture
Transportation
Construction
Media and Entertainment
Telecommunications
Education
Biotechnology
Relevant Teams
Legal
Finance
Corporate Governance
Executive Leadership
Compliance
Corporate Secretary Office
Investment Relations
Business Development
Risk Management
Board of Directors
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Company Director
Board Member
Shareholder Relations Manager
Corporate Governance Officer
Compliance Officer
Financial Controller
Investment Banker
Corporate Finance Manager
Managing Partner
Equity Partner
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