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Founders Shares Agreement Template for Canada

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Key Requirements PROMPT example:

Founders Shares Agreement

"I need a Founders Shares Agreement for our Canadian technology startup with three co-founders, where we want equal equity split of 33.33% each, with a four-year vesting schedule starting January 2025 and specific provisions for intellectual property protection in the AI sector."

Document background
The Founders Shares Agreement is a crucial document used when establishing a new company or formalizing arrangements between existing founders in Canada. It serves as the cornerstone document defining the relationship between founders and their rights and obligations regarding company ownership. This agreement becomes particularly important under Canadian corporate law as it establishes clear mechanisms for share vesting, transfer restrictions, and decision-making processes, while ensuring compliance with both federal regulations (such as the Canada Business Corporations Act) and provincial securities laws. The document typically includes detailed provisions for protecting intellectual property, maintaining confidentiality, and managing potential founder departures or disputes. It's essential for startups and new businesses to have this agreement in place before commencing operations or seeking external investment.
Suggested Sections

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

2. Background: Context of the agreement, including company formation and purpose

3. Definitions: Key terms used throughout the agreement

4. Share Allocation: Initial distribution of shares among founders

5. Vesting Provisions: Terms of share vesting, including schedule and conditions

6. Transfer Restrictions: Limitations on share transfers, including right of first refusal

7. Founders' Commitments: Full-time commitment requirements and non-compete obligations

8. Decision Making: Voting rights and major decision requirements

9. Intellectual Property: Assignment of IP rights to the company

10. Confidentiality: Protection of company and founder confidential information

11. Termination: Circumstances and consequences of founder departure

12. Dispute Resolution: Process for resolving disputes between founders

13. General Provisions: Standard legal clauses including governing law, amendments, and notices

Optional Sections

1. Drag-Along Rights: Used when founders want to ensure all shareholders must join in a company sale if approved by a specified majority

2. Tag-Along Rights: Include when founders want the right to join in any sale of shares by other founders

3. Dead Hand Provisions: Added when founders want to address share treatment in case of death or incapacity

4. External Investment Provisions: Include when anticipating future investment rounds and related share dilution

5. Founder Employment Terms: Used when founders will also be employees and want to include basic employment terms

6. Special Share Rights: Include when certain founders will have special voting or other rights

7. Family Law Provisions: Added when founders want to address marriage breakdown implications on share ownership

Suggested Schedules

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

2. Schedule B - Vesting Schedule: Detailed timeline and conditions for share vesting

3. Schedule C - Company IP: List of intellectual property being assigned to the company

4. Schedule D - Restricted Activities: Detailed list of prohibited competitive activities

5. Schedule E - Form of Share Transfer Notice: Standard form for notifying other founders of intended share transfers

6. Appendix 1 - Founder Details: Personal information and contact details of all founders

7. Appendix 2 - Share Certificate Form: Template for share certificates to be issued

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

Software Development

E-commerce

Professional Services

Manufacturing

Healthcare

Financial Services

Retail

Consulting

Media and Entertainment

Biotechnology

Clean Technology

Real Estate

Education

Transportation and Logistics

Relevant Teams

Legal

Executive Leadership

Corporate Governance

Finance

Administration

Business Development

Board of Directors

Corporate Affairs

Compliance

Relevant Roles

Founder

Co-Founder

Chief Executive Officer

Chief Technology Officer

Chief Financial Officer

Chief Operating Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Board Member

Director

Startup Advisor

Business Development Executive

Venture Capital Associate

Investment Manager

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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