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Unanimous Shareholder Agreement Template for Canada

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Key Requirements PROMPT example:

Unanimous Shareholder Agreement

"I need a Unanimous Shareholder Agreement for our Canadian technology startup with three co-founders, where we want to include specific provisions for future investment rounds planned for March 2025, strong pre-emptive rights, and tag-along rights for minority shareholders."

Document background
A Unanimous Shareholder Agreement is essential for privately-held corporations in Canada where shareholders wish to establish detailed arrangements for corporate governance and shareholder relations. This document becomes particularly important when transitioning from a simple corporate structure to a more complex one, when bringing in new shareholders, or when formalizing the relationship between existing shareholders. It must comply with either federal legislation (CBCA) or provincial corporate laws, depending on the corporation's jurisdiction of incorporation. The agreement typically covers share transfer restrictions, management rights, dispute resolution mechanisms, and other crucial aspects of corporate governance. It's a powerful tool that can override certain corporate bylaw provisions and transfer specific powers from directors to shareholders, making it fundamental for protecting shareholder interests and ensuring smooth corporate operations.
Suggested Sections

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

2. Background: Explains the context, corporation details, and purpose of the agreement

3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement

4. Share Ownership and Rights: Details current share ownership and associated rights

5. Management and Corporate Governance: Establishes board composition, appointment rights, and decision-making processes

6. Shareholder Meetings and Voting: Procedures for shareholder meetings and voting requirements

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

8. Right of First Refusal: Process for existing shareholders to purchase shares before third-party sales

9. Drag-Along and Tag-Along Rights: Mechanisms for majority shareholders to force sale and minority shareholders to join sale

10. Dividend Policy: Framework for determining and distributing dividends

11. Dispute Resolution: Procedures for resolving conflicts between shareholders

12. Confidentiality: Obligations regarding confidential information

13. Term and Termination: Duration of agreement and circumstances for termination

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

Optional Sections

1. Pre-emptive Rights: Rights of existing shareholders to maintain ownership percentage in new share issuances

2. Buy-Sell Provisions: Procedures for share purchases upon specific trigger events (death, disability, retirement)

3. Employment Matters: Terms for shareholder-employees, including non-compete and non-solicitation

4. Intellectual Property: IP ownership and protection provisions when relevant to business

5. Financial Matters: Detailed financial policies, reporting requirements, and capital calls

6. Business Plan and Budget: Process for approval and implementation of business plans and budgets

7. Share Valuation: Methods for determining share value in various circumstances

8. Special Corporate Opportunities: Rules regarding pursuit of business opportunities by shareholders

Suggested Schedules

1. Schedule A - Share Ownership: Detailed breakdown of current share ownership and share classes

2. Schedule B - Reserved Matters: List of decisions requiring special approval thresholds

3. Schedule C - Corporate Governance Procedures: Detailed procedures for board and shareholder meetings

4. Schedule D - Share Valuation Methodology: Detailed methodology for calculating share value

5. Schedule E - Form of Deed of Adherence: Template for new shareholders to join the agreement

6. Schedule F - Business Plan: Initial or current business plan if referenced in agreement

7. Schedule G - Competing Businesses: List of permitted competing businesses or restricted activities

8. Appendix 1 - Notice Provisions: Detailed contact information and notice requirements for all parties

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

Manufacturing

Professional Services

Real Estate

Retail

Healthcare

Financial Services

Construction

Energy

Agriculture

Transportation

Media and Entertainment

Hospitality

Education

Consulting

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Finance

Corporate Affairs

Shareholder Relations

Investment Relations

Administration

Relevant Roles

CEO

CFO

Corporate Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Board Director

Chairman

Managing Director

Chief Legal Officer

Business Development Director

Corporate Governance Officer

Compliance Officer

Investment Manager

Shareholder Relations Manager

Chief Operating Officer

Company Secretary

Legal Administrator

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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