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Shareholder Buy Sell Agreement Template for Canada

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Key Requirements PROMPT example:

Shareholder Buy Sell Agreement

"I need a Shareholder Buy-Sell Agreement for a technology startup with three equal shareholders, including specific provisions for disability and retirement, and an insurance-funded purchase mechanism for death events."

Document background
The Shareholder Buy-Sell Agreement serves as a crucial governance document for Canadian private corporations with multiple shareholders, providing a clear framework for ownership transitions. This agreement becomes essential when shareholders need to establish predetermined terms for various scenarios including death, disability, retirement, or voluntary departure of a shareholder. It typically includes provisions for share valuation, payment terms, funding mechanisms (often through life insurance), and transfer restrictions. The agreement helps prevent potential disputes and ensures business continuity by providing a clear exit mechanism for departing shareholders while protecting the interests of those remaining. A well-structured Buy-Sell Agreement is particularly important in the Canadian context, where it must comply with both federal and provincial corporate laws, securities regulations, and tax considerations.
Suggested Sections

1. Parties: Identification of all shareholders and the corporation as parties to the agreement

2. Background: Recitals explaining the context, current share ownership, and purpose of the agreement

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

4. Restrictions on Share Transfers: General prohibition on share transfers except as permitted under the agreement

5. Right of First Refusal: Process for offering shares to existing shareholders before selling to third parties

6. Mandatory Sale Events: Triggering events requiring share sale (death, disability, retirement, termination)

7. Valuation Mechanism: Method for determining share price in various transfer scenarios

8. Purchase Terms: Payment terms, timing, and mechanics for share purchases

9. Life Insurance Provisions: Requirements for life insurance policies to fund purchase obligations

10. Drag-Along and Tag-Along Rights: Rights regarding sale to third parties and majority shareholder exits

11. Dispute Resolution: Process for resolving disagreements between shareholders

12. General Provisions: Standard clauses including notices, amendments, governing law, etc.

Optional Sections

1. Professional Qualifications: For professional corporations, requirements regarding professional licenses and qualifications

2. Family Transfer Exceptions: Special rules for transfers to family members, used in family businesses

3. Management Provisions: Governance rules and management rights, if not covered in a separate shareholders agreement

4. Non-Competition and Non-Solicitation: Restrictions on competing activities, used when shareholders are active in the business

5. Disability Buy-Out Terms: Specific provisions for disability-triggered purchases, used when shareholders are key employees

6. Shot-Gun Provisions: Forced buy-sell mechanism for deadlock resolution, used in 50-50 ownership situations

7. External Financing Provisions: Rules regarding obtaining financing for share purchases

8. Tax Planning Provisions: Specific structures to optimize tax treatment of share transfers

Suggested Schedules

1. Current Share Ownership: Schedule listing all shareholders and their current shareholdings

2. Share Valuation Formula: Detailed methodology for calculating share value

3. Life Insurance Specifications: Details of required life insurance policies including coverage amounts

4. Permitted Transferees: List of pre-approved potential transferees (e.g., family members, family trusts)

5. Form of Purchase Notice: Template for share purchase notices

6. Form of Offer Notice: Template for third-party offer notices

7. Shareholders' Contact Information: Contact details for notices and communications

8. Certificate of Independent Legal Advice: Forms confirming shareholders received independent legal advice

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

























































Clauses


































Relevant Industries

Professional Services

Manufacturing

Technology

Family Business

Retail

Healthcare

Construction

Consulting

Real Estate

Agriculture

Transportation

Financial Services

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Governance

Tax

Executive Leadership

Board of Directors

Corporate Secretary Office

Business Development

Succession Planning

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Business Owner

Managing Director

Partner

Board Member

Shareholder

Corporate Director

Finance Director

Tax Director

Business Development Manager

Succession Planning Manager

Corporate Governance Officer

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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