The Simple Shareholders Agreement serves as a foundational document for Canadian corporations with multiple shareholders, providing a clear framework for shareholder relationships and corporate governance. It becomes necessary when a corporation has more than one shareholder and needs to establish clear rules for share ownership, transfers, and decision-making processes. This agreement, while termed 'simple', covers essential aspects such as share transfer restrictions, voting rights, management participation, and dispute resolution, all while complying with Canadian federal and provincial corporate laws. It's particularly valuable for private corporations where shares are not publicly traded and shareholders need clear guidelines for their interactions and rights.
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1. Parties: Identifies all shareholders and the corporation as parties to the agreement
2. Background: Sets out the context of the agreement, including details about the corporation and purpose of the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Share Ownership and Capital Structure: Details current shareholdings and classes of shares
5. Management and Control: Outlines corporate governance, board composition, and decision-making processes
6. Shareholder Meetings: Procedures for calling and conducting shareholder meetings, voting rights
7. Transfer Restrictions: Restrictions on share transfers and required procedures
8. Right of First Refusal: Process for existing shareholders to purchase shares before external sale
9. Tag-Along Rights: Minority shareholders' right to join in sale of majority shares
10. Drag-Along Rights: Majority shareholders' right to force minority to join in sale
11. Confidentiality: Obligations regarding corporate and shareholder information
12. Dispute Resolution: Procedures for resolving disputes between shareholders
13. General Provisions: Standard closing provisions including notices, amendments, governing law
1. Pre-emptive Rights: Right of existing shareholders to maintain ownership percentage in new share issuances
2. Share Valuation: Methods for determining share value in various scenarios
3. Death/Disability Provisions: Procedures for handling shares upon death or disability of a shareholder
4. Non-Competition and Non-Solicitation: Restrictions on shareholders competing with company or soliciting employees
5. Dividend Policy: Framework for determining and distributing dividends
6. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
7. Employment Requirements: Any linkage between employment and share ownership
8. Intellectual Property Rights: Provisions regarding ownership and use of company IP
1. Schedule A - Current Shareholdings: Detailed list of all shareholders and their current holdings
2. Schedule B - Share Capital: Details of authorized and issued share capital, share classes and rights
3. Schedule C - Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Schedule D - Valuation Formula: Agreed methodology for share valuation
5. Schedule E - Form of Deed of Adherence: Template for new shareholders to join the agreement
6. Schedule F - Corporate Information: Key corporate details including directors, officers, and registered office
Relevant legal definitions
Agreement
Affiliate
Articles
Board
Business Day
By-laws
Change of Control
Closing Date
Company
Confidential Information
Control
Directors
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Fair Market Value
Financial Year
First Offer Notice
Immediate Family Member
Insolvency Event
Majority Shareholders
Material Change
Minority Shareholders
Notice
Offered Shares
Officer
Ordinary Resolution
Party/Parties
Permitted Transferee
Person
Purchase Price
Related Party
Reserved Matters
Right of First Refusal
Securities
Share Capital
Shareholder
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transferor
Triggering Event
Valuation Date
Affiliate
Articles
Board
Business Day
By-laws
Change of Control
Closing Date
Company
Confidential Information
Control
Directors
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Fair Market Value
Financial Year
First Offer Notice
Immediate Family Member
Insolvency Event
Majority Shareholders
Material Change
Minority Shareholders
Notice
Offered Shares
Officer
Ordinary Resolution
Party/Parties
Permitted Transferee
Person
Purchase Price
Related Party
Reserved Matters
Right of First Refusal
Securities
Share Capital
Shareholder
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transferor
Triggering Event
Valuation Date
Clauses
Interpretation
Share Ownership
Share Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Board Composition
Management Rights
Voting Rights
Reserved Matters
Dividend Policy
Information Rights
Non-Competition
Non-Solicitation
Confidentiality
Death and Disability
Dispute Resolution
Valuation
Put and Call Options
Termination
Assignment
Notices
Amendment
Severability
Entire Agreement
Governing Law
Force Majeure
Representations and Warranties
Share Capital Changes
Default
Remedies
Share Ownership
Share Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Board Composition
Management Rights
Voting Rights
Reserved Matters
Dividend Policy
Information Rights
Non-Competition
Non-Solicitation
Confidentiality
Death and Disability
Dispute Resolution
Valuation
Put and Call Options
Termination
Assignment
Notices
Amendment
Severability
Entire Agreement
Governing Law
Force Majeure
Representations and Warranties
Share Capital Changes
Default
Remedies
Relevant Industries
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Financial Services
Construction
Agriculture
Energy
Media and Entertainment
Transportation and Logistics
Consulting
Education
Relevant Teams
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Corporate Affairs
Investment Relations
Board Secretariat
Relevant Roles
CEO
Corporate Lawyer
Legal Counsel
Company Secretary
Chief Financial Officer
Board Director
Managing Director
Business Owner
Corporate Governance Officer
Compliance Manager
Investment Manager
General Counsel
Corporate Secretary
Shareholder Relations Manager
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