shareholders agreement template canada

2.20 Information to be Provided to Shareholders. Közzétéve 2020. december 9. szerda | Szerző: Jancsika. The Corporation or any Shareholder may call a meeting of the Shareholders, and the Corporation will notify each Shareholder, in writing, of the intended date of any meeting of the Shareholders at least ten (10) Business Days prior to the date of such intended meeting. The arbitration shall be held in ________. 2.22 Deposit of Shares and Power of Attorney. 13.3 Implementation of Agreement. If (i) no such quorum is present within half an hour following the time at which the meeting is scheduled to take place, the meeting will stand adjourned to the same day in the immediately following week (or, if that day is not a Business Day, the next following Business Day) at the same time and place, and (ii) no such quorum is present within half an hour following the time at which the second adjourned meeting is scheduled to take place, subject to the Act, the Shareholders present shall constitute a quorum for the transaction of the business for which the meeting was called. The Corporation shall keep a true copy of this Agreement at its registered office and on reasonable prior notice from any party shall make the same available for examination by such party during the Corporation's regular hours of business at such office. Following a Triggering Event pursuant to Section 7.1 an Inactive Shareholder will only be entitled to transfer its Shares in accordance with this Article and the provisions of any other buy-sell provisions of this Agreement will be suspended and inoperative with respect to such Inactive Shareholder. for [COMPANY NAME] This agreement is made as of _____ BETWEEN [SHAREHOLDER’S NAME] of [TOWN/CITY] – [POSTCODE] and[SHAREHOLDER’S NAME] of [TOWN/CITY] – [POSTCODE] WHEREAS the Company is a company incorporated in England & Wales under Company Number [COMPANY NUMBER]. Shareholder Agreement Template Uk. The Shareholders' Agreement can end when all shareholders agree to end it, or on a specific date. The parties therefore agree as follows: 1.1 Defined Terms. The Corporation was incorporated under the Act by articles of incorporation dated ________. No such Transfer shall release or discharge the Transferor from any of its liabilities or obligations under this Agreement until it becomes effective and then only to the extent provided in this Agreement. Except as provided in this Agreement, or as agreed by a particular Shareholder, none of the Shareholders will be obligated to acquire additional Shares or to make loans to the Corporation, or guarantee its indebtedness or provide any other financial assistance. Shareholder Agreement Template. 13.8 Entire Agreement. If, at the Time of Closing, the Vendor is indebted to the Corporation in an amount recorded on the books of the Corporation and verified by the Auditors, the Vendor shall repay such amount to the Corporation at the Time of Closing and, if the Vendor fails to make such repayment, the Purchaser will be required to pay the amount of such indebtedness to the Corporation from the Purchase Price and the amount of the Purchase Price payable to the Vendor will be reduced accordingly. 13.5 Copy of Agreement. 4 General Commitments (j) any proposed sale, lease, exchange or other disposition of property or assets of the Corporation other than in the ordinary course of business; (k) any purchase of assets or shares by the Corporation other than in the ordinary course of business, including without limitation any investment in or purchase of any business by the Corporation, whether directly or by acquiring the entity through or by which the business is operated or in any other manner; (l) any borrowing or other financing by the Corporation or the application for, or obtaining of, any line of credit by the Corporation from any financial institution or any material alteration in such financing arrangements; (m) the hiring or dismissal by the Corporation of a manager of its business or any other senior executive or key employee of the Corporation and the determination of, or any material alteration in, the remuneration and compensation or other terms and conditions of employment of such manager or employees; (n) any change in the number of Directors on the Board. If there is any such conflict, the Shareholders will amend the Articles, By-laws and resolutions so as to ensure conformity with the terms of this Agreement. If a Shareholder becomes an Inactive Shareholder before the Time of Closing of a Sale Transaction pursuant to the provisions of this Article 3 as a result of the death of the Shareholder or its Principal, the provisions of Article 7 will apply and the provisions of the present Article (except for this section) will be suspended until completion of the Sale Transaction contemplated by Article 7. If any Shareholder notifies the other Shareholders and the Corporation, in writing, on or before the day immediately preceding the day of the intended meeting, requesting a delay of the intended meeting, the Corporation will delay the intended meeting 5 (five) Business Days from the day originally scheduled for the intended meeting or such earlier date as may be contained in such notice. (d) A corporation, partnership, limited partnership or other person, a majority of the voting securities or other ownership interests of which are owned by any person or persons specified in any one or more subsections of this definition. 13.11 Severability. Corporate Resolution Template Pdf. This Shareholder Agreement will help outline the expectations of all decision-making parties in a corporation, and it will be a critical document throughout the life of the corporation. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter of this Agreement and supersedes all other agreements, whether written or oral, between the Shareholders.13.9 Amendment. 7.1 Inactive Shareholders. Other names for the document: A Shareholder Agreement is a contract between shareholders of a corporation. The document is written according to your responses - clauses are added or removed, paragraphs are customised, words are changed, etc. However, this agreement will not settle the distribution of an estate or the way in which a shareholder’s wealth is managed should … At the end, you will immediately receive the document in Word and PDF formats. For corporations incorporated under provincial or territorial law, the law in effect in that province or territory applies. If no Offeree accepts the Offer during the Offer Period or if all not all of the Purchased Shares are accepted to be purchased, then, subject to the provisions of this Section 5.3 and Section 5.4 and Section 5.5, the Offeror will be entitled, within a period of sixty days after the expiry of the Offer Period, to sell the Purchased Shares to the Buyer in accordance with the Third Party Offer. No action may be taken in regard to any of the following matters except with the prior express approval of a resolution of the Shareholders approved by the holders of not less than ________% of the then issued and outstanding Shares expressed by a resolution passed at a meeting of the Shareholders or signed in writing by all the Shareholders and any other consent or consents required by law by the holders of a class of shares voting separately and as a class: (a) the acquisition or commencement of any business other than the Business or any material change in the Business; (b) any amendment or other variation to the Articles, including any proposal to increase the authorized share capital of the Corporation or any proposal to create, reclassify, redesignate, subdivide, consolidate or otherwise change any Shares (whether issued or unissued), provided that the Board determines (without inquiring into or giving effect to the personal circumstances of any individual Shareholder) that the interests of no one Shareholder shall be disproportionately adversely affected vis-à-vis the interests of any other Shareholder by such reorganization, arrangement, amalgamation or merger; (c) any dissolution, liquidation or winding-up of the Corporation or other distribution of the assets of the Corporation for the purpose of winding-up its affairs, whether voluntary or involuntary, except where such dissolution, liquidation or winding-up or other distribution is done voluntarily by the Corporation in order to reorganize its corporate structure provided that the Board determines (without inquiring into or giving effect to the personal circumstances of any individual Shareholder) that the interests of no one Shareholder shall be disproportionately adversely affected vis-à-vis the interests of any other Shareholder by such reorganization; (d) any transaction between the Corporation and any Person not dealing at arm's length with the Corporation or any of the Shareholders or any transactions by the Corporation for the benefit of any of the Shareholders or any Person not dealing at arm's length with the Corporation or any of the Shareholders, including any guarantee by the Corporation of any obligations of any such Person; provided, however, that the Corporation may enter into employment agreements with its employees in the ordinary course of business; (e) the issuance of any shares in the capital of the Corporation or any securities, warrants, options or rights convertible into, exchangeable for, or carrying the right to subscribe for, shares in the capital of the Corporation; (f) the conversion, exchange, reclassification, redesignation, subdivision, consolidation or other change of or to any shares in the capital of the Corporation; (g) any change in the auditors of the Corporation; (h) any declaration or payment of dividends by the Corporation or other payment or distribution by the Corporation to any of the Shareholders or any Person not dealing at arm's length with them; (i) the approval of, or the approval of any material alteration in, the annual operating budget of the Corporation. All amounts referred to in this Agreement are intended to be in lawful money of Canada unless otherwise specified in this Agreement.1.3 Computation of Time Periods. This Agreement addresses not only issues that will come up in case something goes wrong, but good Shareholder Agreements cover the day-to-day activities of the corporation. If, at the Time of Closing, the Vendor, a Principal of the Vendor or any other Person for and on behalf of the Vendor, shall have any guarantees, securities or covenants lodged with any Person to secure any indebtedness, liability or obligation of the Corporation or the remaining Shareholders, then the Corporation shall use its best efforts to deliver up or cause to be delivered up to the Vendor or cancel or cause to be cancelled all of such guarantees, securities and covenants at the Time of Closing. (4) The Shareholders who have accepted or been deemed to have accepted an offer under this Section 5.4 will be the "Vendor" and the parties who have elected or are required to purchase Shares under this Section 5.4 will be the "Purchaser". Each Shareholder will also be entitled to receive from the Chief Financial Officer of the Corporation: (a) within 90 days following the end of each fiscal year of the Corporation, a copy of the Corporation's audited financial statements for such fiscal year, including a balance sheet as at the end of such fiscal year and statements of changes in financial position and profit and loss for such fiscal year, together with notes to such financial statements, management discussion and analysis of financial condition and results of operation, comparative statements for the prior fiscal year, a comparison to the statements included in the last approved Business Plan; b) when available following the end of each fiscal year of the Corporation, a post-audit review letter of the Corporation's auditors for such fiscal year; 2.21 Auditors. Download Shareholder Loan Agreement for Free . Meetings of Shareholders may be held at any place within or outside of Ontario. If Shareholders holding not less than ________ of the Shares wish to accept the Take-Over Bid, such Shareholders shall have the right to require the Other Shareholders on ten days' notice in writing (a "Compulsory Sale Notice") to sell all of the Shares held by them to the Bidder pursuant to the terms of the Take-Over Bid. In the event the Inactive Shareholder disagrees with such determination, the Corporation will instruct the Expert to prepare and deliver to the Corporation and the parties within thirty (30) days a report setting forth such firm's estimate of the Fair Market Value per Share and the basis upon which such an estimate has been calculated, which shall be based upon the definitions set forth in this Article. Meetings of Directors will be held at least annually at any place within or outside of the province of Alberta,. Except as may otherwise be expressly provided in this Agreement, the provisions of this Article shall apply to any sale of Shares between or among Shareholders, any sale of Shares by a Shareholder to a third party pursuant to Article 5 or, to the extent applicable, between Shareholders and the Corporation pursuant to the provisions of this Agreement. You can then open the Word document to modify it and reuse it however you wish. The Purchaser shall also have the right to execute and deliver, on behalf of and in the name of the Vendor, such deeds, transfers, share certificates, resignations and other documents that may be necessary to complete the Sale Transaction and each Shareholder, to the extent it may be a Vendor irrevocably appoints any Shareholder who becomes a Purchaser in a Sale Transaction its attorney in that behalf in accordance with the Powers of Attorney Act (Alberta), with no restriction or limitation in that regard and declaring that this power of attorney may be exercised during any subsequent legal incapacity on its part. The Corporation shall maintain proper, complete and accurate books and accounts in accordance with generally accepted accounting principles consistently applied and in effect from time to time. At the end, you receive it in Word and PDF formats. Every corporation with more than 1 shareholder should have a shareholder agreement in place, like this Unanimous Shareholder Agreement for Alberta corporations. (b) all the Shareholders entitled to vote thereon consent in writing to such resolution. ARTICLE 2BUSINESS, ORGANIZATION, MANAGEMENT, GOVERNANCE, AND AFFAIRS OF THE CORPORATION. A Shareholder Agreement will protect all parties and, for that reason, it is preferable that it is put together for any corporation. 2.12 Notice of Meeting of Shareholders. The Corporation will have no obligation to prepare and present a business plan to the Board for approval. Unless otherwise agreed, the Corporation shall cause the Auditors to prepare and deliver to each of the Shareholders, as soon as possible after each fiscal year end, audited financial statements for the applicable fiscal year, including a balance sheet, a statement of earnings and retained earnings and a statement of source and application of funds, together with an audit report. The Shareholders agree to vote at all meetings of the Shareholders and to act in all other respects in connection with the corporate proceedings of the Corporation so as to ensure that the nominees of the parties provided for in this Agreement are elected and appointed and retained in office from time to time as members of the Board. The law applicable to a corporation depends on where it has been incorporated. 6.1 Offer to Purchase. 5.3 Third Party Sale. The Shareholders Agreement - A Sample Agreement (Note - this is just a sample agreement set in the legal context of the United States to serve as food for thought. In a Shareholder Agreement, the corporation and the shareholders agree to the bounds of the relationship between them. (3) If all of the Shares of any issue are not subscribed for within a period of 90 days after the same Shares are offered to the Shareholders pursuant to the provisions of this Section, the Corporation shall, during the following period of 90 days, offer all or any of the Shares not taken up by the Shareholders to any Person who is not a Shareholder, but the price at which the Shares may be allotted and sold will not be less than the subscription price offered to the Shareholders, pursuant to this Section. 7.3 Compulsory Purchase by Corporation. ARTICLE 3CORPORATE FINANCE AND CAPITAL REQUIREMENTS. It also outlines the basic responsibilities of the shareholders toward the corporation: things such as how the shareholders should handle business opportunities that come their way, restrictions on selling shares, and what will happen if the corporation needs more money. 2.5 Election of Directors. Neither the Board of Directors nor the Shareholders may approve or ratify any Transfer of Shares made in contravention of this Agreement and the Corporation shall not permit any such Transfer to be recorded on the share register of the Corporation maintained for the Shares. Any resolution of the Directors will only be validly passed and effective if: (a) at a duly constituted meeting of the Directors, such resolution receives the affirmative vote of at least a majority of the Directors participating in the meeting (each Director having only one vote), or. For greater certainty, the Parties acknowledge and agree that where a Sale Transaction involves more than one Purchaser, the Purchasers in such Sale Transaction are not jointly liable for the payment of the Purchase Price for the Purchased Shares and any indebtedness purchased, but are only liable for their proportionate share. 3. each offering by the Corporation of Shares will be made in accordance with this Section, other than employee stock option plans, acquisitions using shares approved by the Board, existing convertible securities, shares issued as a dividend, shares issued in a financing and other exceptions from the requirement to make an offering to all Shareholders, as applicable. 9.1 Application of Sale Provisions. SHAREHOLDERS AGREEMENT (Alberta)This agreement (the "Agreement") is dated _____ and is between: _____, having an address at: ("Shareholder 1") and _____, having an address at: ("Shareholder 2") and _____, a corporation incorporated under the laws of the province of Alberta (the "Corporation")1. ARTICLE 7CESSATION OF INVOLVEMENT IN THE CORPORATION. Shareholder Agreements are used for large, multinational corporations (most, if not all, of these types of corporations, have Shareholder Agreements) and are also often in place for even small, closely-held corporations. Shareholder Agreement Template This shareholder agreement template is the perfect sample of how to outline how corporate shareholders will work with each other. BETWEEN: and and (Hereinafter referred to as the “Corporation”) RECITALS: 1.The Corporation was incorporated under the Act by articles of incorporation dated ; 1.Each of the Shareholders is the … How to Choose the Best Legal Structure for your Business. It is by no means perfect and reflects the biases and priorities of the writer. The Corporation will carry on the business of: 2.2 Action in accordance with this Agreement. If all the Shareholders of the Corporation present at or participating in a meeting consent, a meeting of Shareholders may be held by means of such telephone, electronic or other communication facilities as permit all Persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a Shareholder participating in such a meeting by such means is deemed for the purposes of the Agreement to be present at that meeting. Any transferee of the securities evidenced by this certificate is deemed, and required, to be a party to that agreement.". Such deposit shall constitute valid and effective payment of such amount to the Vendor irrespective of any action the Vendor may have taken to transfer or grant of Lien on the Purchased Shares. A Shareholder Agreement, Shareholder Agreement, also known as a stockholder agreement or SPA, is a contract between the stock owners of a corporation that addresses rights and responsibilities, ownership and valuation, finances, assets, capital, dividend payouts, and more. A shareholder agreement template contains important, practical, and specific rules which are directly related to the company and to its shareholders. No waiver by a party of a default will operate against such party as a waiver of such default unless made in writing and signed. (1) Except as the Shareholders otherwise unanimously agree. This power of attorney is coupled with an interest shall not be revoked or terminated by any act or thing nor, to the extent permitted by law, by the death or disability of the Shareholder (in which case the heir, executors, administrators and estate shall be bound hereby to the maximum extent permitted by law), unless this Agreement is terminated. 9.3 Release of Guarantees. If, notwithstanding such best efforts, the delivery up or cancellation of any such guarantees, security or covenant is not obtained, the Corporation shall deliver to the Vendor, the Principal and such other Person an indemnity in writing, in form reasonably satisfactory to counsel for the Vendor, indemnifying them against any and all claims, losses, costs or damages which may be or which shall have been paid, suffered or incurred by them with respect to the guarantee, security or covenant. 9.6 Non-compliance 8825 Conditions. This agreement (the "Agreement") is dated ____________________________ and is between: ________, a corporation incorporated under the laws of the province of Alberta. 5.2 Acceptance of Offer. It specifies shareholder rights and responsibilities, and includes terms on internal management, share valuation, profit distribution, dispute resolution methods, and more within a corporation. Each of the Shareholders is the registered and beneficial owner of the number and class of shares in the capital of the Corporation set out opposite such Shareholder's name below: and the said shares in the aggregate represent all of the issued and outstanding shares in the capital of the Corporation as of the date of this agreement. (f) On the day that a Principal's employment with the Corporation is terminated by a voluntary resignation of the Principal or, if such Shareholder is an individual, on the date such Shareholder's employment with the Corporation is terminated by a voluntary resignation. It sets out a pre-determined framework which addresses certain situations where conflict may otherwise arise. The Corporation shall supply on a timely basis all necessary financial and other information to the Shareholders as of the end of their respective fiscal and/or tax accounting years in order to permit each Shareholder to comply on a timely basis with its respective reporting, tax and other requirements imposed by law or otherwise. A shareholder agreement can set out the specific shareholder agreement terms as to when or if dividends will be issued. Unanimous Shareholder Agreement, Shareholder Contract, Shareholders Contract, Agreement between Shareholders, Agreement for a Corporation's Shareholders. This includes a free shareholders agreement template. (3) Each Shareholder agrees that it will not at any time, whether then a Shareholder of the Corporation or not, directly or indirectly disclose Confidential Information to any Person not authorized by the Corporation to receive such information. Shareholder Agreements are very vital documents in the business structure of a corporation. This shareholders’ agreement protects the interests of the minority shareholders and provides a detailed framework of freedom for working shareholder-directors. 2.11 Powers and Duties of Directors. 7.2 Irrevocable Option to Purchase Shares of Inactive Shareholder. This shareholders’ agreement is intended for use by small to medium sized services companies. If, at the Time of Closing, the Corporation is indebted to the Vendor in an amount recorded on the books of the Corporation and verified by the Auditor, the Corporation shall repay such amount to the Vendor at the Time of Closing. The directors are individuals who help manage the broader structure of the corporation and act on behalf of the shareholders. The Offering Shareholder shall specify in the Shotgun Offer the terms of the purchase and sale including the price (the "Shotgun Price") to be paid for the Shares owned by each of the Remaining Shareholders. Within this Shareholder Agreement, the person filling out the form will be able to set up the responsibilities of the directors and the shareholders - and overall, the important business elements of the corporation. (2) The closing of the transaction of purchase and sale pursuant to the Offer (a "Sale Transaction") will take place on the date which is thirty days after the expiry of the Offer Period (the "Date of Closing"). Each Shareholder will be a Director of the Corporation, subject to the terms and conditions of this Agreement. Shareholders agreement for startups: Sample template for Ontario startups Once your startup has negotiated and signed back a term sheet with an investor, the process of ensuring that you have all the proper legal documents will begin. Delivery by facsimile or by electronic transmission in portable document format (PDF) of an executed counterpart of this Agreement is as effective as delivery of an originally executed counterpart of this Agreement. Each Shareholder grants to the other Shareholders an irrevocable option (which option shall not be revoked by the death of the Shareholder or its Principal) (the "Purchase Option"), exercisable in the event that it becomes an Inactive Shareholder, to purchase all but not less than all of the Shares held by it and its Permitted Transferees (the "Purchased Shares"). (b) That the Remaining Shareholder elects to purchase Shares owned by the Offering Shareholder on the terms and conditions set forth in the Shotgun Offer, mutatis mutandis, in which case the Remaining Shareholder shall specify whether it (i) elects to make such purchase on the condition that it is able to acquire all of such Shares or (ii) elects to make such purchase for only its rateable portion of such Shares or the number of shares in excess of its rateable portion it is prepared to purchase. The costs and expenses of the Expert will be paid by the Corporation unless the determination of the Expert is within 10% of the estimate provided by the Board of Directors, in which case the disputing Inactive Shareholder shall pay all costs and expenses of the Expert. Any actions required to be taken pursuant to this clause will be undertaken at the sole cost and expense of the party undertaking such actions. Shareholders Resolution Template. Any Shareholder is entitled to authorize any other Shareholder to act as a proxy at any meeting, so long as specific written instructions are provided by the authorizing Shareholder. You will be able to modify it. Shareholders Agreement Template. A shareholder agreement is a document involving multiple shareholders of a company, detailing the specific outcomes and actions that will be taken in the event of a shareholder leaving the company, whether voluntarily, involuntarily, or if the company ceases trading. The Corporation shall deliver a notice to each Shareholder other than the Inactive Shareholder (the "Other Shareholders") immediately following the receipt of notice of, or otherwise becoming aware of, a Triggering Event. (2) The Vendor shall be entitled to receive the amount deposited with the Corporation's bankers pursuant to Section 9.7(2) together with the releases and indemnifies to which it may be entitled pursuant to 9.3 and Section 9.4 on delivery to the Purchaser of the documents referred to in 9.2and in compliance with all other provisions of this Agreement. 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