Amended And Restated Shareholders Agreement Template for Canada

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Amended And Restated Shareholders Agreement

I need an Amended and Restated Shareholders Agreement for my Canadian technology startup to accommodate two new venture capital investors who will acquire 30% ownership, while updating our board structure and adding typical VC protective provisions, with the agreement to take effect March 1, 2025.

Document background
The Amended and Restated Shareholders Agreement is utilized when an existing shareholders agreement requires substantial modifications due to changes in business circumstances, ownership structure, or corporate governance needs. This document is particularly relevant in the Canadian corporate landscape where both federal (Canada Business Corporations Act) and provincial corporate laws may apply. It completely restates the original agreement while incorporating necessary amendments, ensuring all current and future shareholders have a clear understanding of their rights and obligations. The agreement typically becomes necessary during significant corporate events such as new shareholder admission, change in share capital structure, modification of governance rules, or implementation of new exit mechanisms. It consolidates all previous amendments and the original agreement into a single, comprehensive document, making it easier to understand and enforce the current state of shareholder relationships.
Suggested Sections

1. Parties: Identification of all shareholders and the corporation

2. Background: Context of the original agreement, reason for amendment and restatement

3. Definitions and Interpretation: Key terms, rules of interpretation, and reference to schedules

4. Effect of Amendment and Restatement: Relationship with previous agreement and effective date

5. Share Capital Structure: Classes of shares, rights, and restrictions

6. Shareholder Rights and Obligations: Core shareholder rights, voting arrangements, and obligations

7. Share Transfer Restrictions: Limitations on transfer and required procedures

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

9. Corporate Governance: Board composition, appointment rights, meeting procedures

10. Management and Operations: Day-to-day management, key decisions requiring shareholder approval

11. Financial Matters: Dividend policy, financial reporting, access to information

12. Deadlock Resolution: Procedures for resolving fundamental disagreements

13. Confidentiality: Protection of corporate and shareholder confidential information

14. Termination: Events triggering termination and consequences

15. General Provisions: Standard boilerplate including notices, amendments, governing law

Optional Sections

1. Tag-Along Rights: Used when minority shareholder protection is needed, giving right to join in sale of majority stake

2. Drag-Along Rights: Include when majority shareholders may need to force minorities to join in a sale

3. Put and Call Options: Add when shareholders want specific share purchase/sale rights in certain circumstances

4. Non-Competition and Non-Solicitation: Include for closely-held companies or when shareholders are actively involved in business

5. Special Share Classes Rights: Required when there are multiple share classes with different rights

6. Preemptive Rights: Include when shareholders should have right to maintain percentage ownership in new share issuances

7. Management Compensation: Add when shareholders are also involved in management

8. Intellectual Property Rights: Include for technology companies or IP-heavy businesses

9. Family Law Compliance: Add for family businesses or closely-held corporations

Suggested Schedules

1. Schedule A - Share Capital Table: Current shareholdings and share class details

2. Schedule B - Original Agreement: Copy of the agreement being amended and restated

3. Schedule C - Board Resolutions: Required board resolutions approving the amendment and restatement

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

5. Schedule E - Permitted Transfers: List of pre-approved share transfer scenarios

6. Schedule F - Reserved Matters: List of decisions requiring special approval

7. Schedule G - Valuation Methodology: Agreed method for share valuation in various scenarios

8. Schedule H - Key Management Positions: Description of key management roles and appointment rights

9. Appendix 1 - Share Transfer Notice: Standard form for initiating share transfers

10. Appendix 2 - Tag-Along Notice: Standard form for exercising tag-along rights

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 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

Technology

Manufacturing

Professional Services

Retail

Real Estate

Healthcare

Financial Services

Energy

Agriculture

Transportation

Media and Entertainment

Construction

Mining

Hospitality

Education

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Corporate Secretariat

Compliance

Finance

Investor Relations

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Legal Director

Corporate Lawyer

Board Director

Chairman

Managing Director

Chief Legal Officer

Compliance Officer

Corporate Governance Officer

Investment Manager

Shareholder Relations Manager

Business Development 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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