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Founder Shareholder Agreement Template for Canada

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Key Requirements PROMPT example:

Founder Shareholder Agreement

"I need a Founder Shareholder Agreement for my technology startup incorporating in Vancouver, with three co-founders each bringing different IP assets, and we want to include 4-year vesting provisions with a one-year cliff starting January 2025."

Document background
The Founder Shareholder Agreement is a crucial document used when establishing a new company or formalizing the relationship between existing founders in Canada. It becomes necessary when two or more founders come together to establish or operate a business, requiring clear documentation of their rights, responsibilities, and ownership structure. This agreement, governed by Canadian federal and provincial corporate laws, serves as the cornerstone document that regulates the relationship between founding shareholders, protecting both majority and minority interests. The document typically includes detailed provisions about share ownership, transfer restrictions, management rights, decision-making processes, and exit strategies. It's particularly important for startups and growing companies where founding members need clarity on their roles, commitments, and potential future scenarios such as exits or disputes.
Suggested Sections

1. Parties: Identification of all founding shareholders and the corporation

2. Background: Context of the agreement, including incorporation details and purpose

3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules

4. Share Ownership and Capital Structure: Details of initial share distribution and classes of shares

5. Management and Control: Corporate governance, board composition, and decision-making processes

6. Shareholders' Meetings: Procedures for calling and conducting shareholder meetings

7. Transfer Restrictions: Limitations on share transfers and required procedures

8. Right of First Refusal: Process for existing shareholders to purchase shares before external sale

9. Tag-Along Rights: Rights of minority shareholders to join in sale of majority shares

10. Drag-Along Rights: Rights of majority shareholders to force minority participation in sale

11. Vesting Provisions: Schedule and terms for share vesting for founders

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and solicitation

13. Confidentiality: Protection of company and shareholder confidential information

14. Dispute Resolution: Process for resolving disagreements between shareholders

15. Termination: Circumstances and process for terminating the agreement

16. General Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Preemptive Rights: Rights of existing shareholders to maintain ownership percentage in new share issuances

2. Special Share Rights: Specific rights attached to different share classes, used when multiple share classes exist

3. Intellectual Property Assignment: Assignment of founders' IP rights to the company, important for technology companies

4. Founder Employment Terms: Basic employment terms for founders, used when employment agreements aren't separate

5. Death/Disability Provisions: Special provisions for share transfer upon death or disability of founders

6. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances

7. Anti-Dilution Protection: Protection against ownership dilution, important for founders expecting future investment rounds

8. Family Law Provisions: Protection against share transfer due to divorce or family law proceedings

9. Piggyback Registration Rights: Rights to participate in public offerings, relevant if IPO is contemplated

Suggested Schedules

1. Schedule A - Share Capital Table: Detailed breakdown of share ownership and share classes

2. Schedule B - Initial Board of Directors: List of initial directors and their details

3. Schedule C - Reserved Matters: List of decisions requiring special approval thresholds

4. Schedule D - Deed of Adherence: Template for new shareholders to join the agreement

5. Schedule E - Vesting Schedule: Detailed vesting terms and timeline for founder shares

6. Schedule F - Company IP: List of company intellectual property

7. Schedule G - Form of Share Transfer Notice: Template for notice of intention to transfer shares

8. Appendix 1 - Corporate Information: Key corporate details including registration numbers and registered office

9. Appendix 2 - Valuation Methodology: Agreed method for valuing shares for various transfer provisions

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
























































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Relevant Industries

Technology

Professional Services

Manufacturing

Retail

Healthcare

Financial Services

Media and Entertainment

Real Estate

Software Development

Consulting

E-commerce

Biotechnology

Clean Technology

Education Technology

Digital Services

Relevant Teams

Legal

Executive Leadership

Corporate Governance

Finance

Administration

Corporate Development

Compliance

Human Resources

Board of Directors

Company Secretariat

Relevant Roles

Chief Executive Officer

Co-Founder

Managing Director

Chief Financial Officer

Chief Technology Officer

Chief Operating Officer

Corporate Counsel

General Counsel

Board Member

Company Secretary

Chief Legal Officer

Vice President of Operations

Head of Business Development

Founding Partner

Executive Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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