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Assignment Of Shares Agreement Template for Canada

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Key Requirements PROMPT example:

Assignment Of Shares Agreement

"I need an Assignment of Shares Agreement for transferring 1,000 common shares in my private technology company to a new investor, with payment to be made in full at closing scheduled for March 15, 2025."

Document background
The Assignment Of Shares Agreement is a crucial legal instrument used in Canadian business transactions when transferring ownership of shares from one party to another. This document is essential for both private and public companies operating under Canadian federal or provincial jurisdiction, ensuring compliance with relevant corporate and securities laws. It becomes necessary when shareholders wish to sell or transfer their shares, during corporate restructuring, in merger and acquisition transactions, or for estate planning purposes. The agreement typically includes detailed information about the shares being transferred, purchase price, payment terms, representations and warranties, and any conditions precedent to the transfer. It must comply with the requirements of the Canada Business Corporations Act or provincial equivalents, and may also need to address requirements under securities regulations, tax laws, and any existing shareholder agreements.
Suggested Sections

1. Parties: Identifies and defines the Assignor (current shareholder), Assignee (new shareholder), and the Corporation whose shares are being transferred

2. Background: Recitals explaining the context of the share transfer, including current ownership and reason for transfer

3. Definitions: Defines key terms used throughout the agreement

4. Assignment and Transfer: Core provision detailing the transfer of shares from Assignor to Assignee

5. Consideration: Specifies the purchase price or other consideration for the shares

6. Completion: Details of when and how the transfer will be completed, including delivery of share certificates and payment

7. Representations and Warranties of Assignor: Assignor's confirmations regarding ownership, authority to sell, and status of shares

8. Representations and Warranties of Assignee: Assignee's confirmations regarding authority to purchase and compliance with corporate requirements

9. Further Assurances: Commitment to execute additional documents and take necessary actions to effect the transfer

10. Governing Law: Specifies the Canadian jurisdiction governing the agreement

11. Execution: Signature blocks and execution requirements

Optional Sections

1. Third Party Consents: Required when the share transfer needs approval from other shareholders, the board, or regulatory bodies

2. Tax Matters: Include when specific tax treatment or obligations need to be addressed

3. Non-Competition: Add when the Assignor needs to be restricted from competing post-transfer

4. Confidentiality: Include when parties need to maintain confidentiality about the transaction or company information

5. Survival of Representations: Add when certain representations need to survive completion of the transfer

6. Payment Terms: Include when payment is not made in full at completion

7. Security Interest: Required when shares are being used as security or subject to liens

8. Regulatory Compliance: Add when transfer requires specific regulatory compliance or approvals

Suggested Schedules

1. Schedule A - Share Details: Details of shares being transferred including class, number, and distinctive numbers

2. Schedule B - Share Certificate(s): Copies of relevant share certificates

3. Schedule C - Corporate Resolution: Board and/or shareholder resolutions approving the transfer

4. Schedule D - Consent Documents: Any required third-party or regulatory consent documents

5. Schedule E - Payment Terms: If applicable, detailed payment schedule and terms

6. Appendix 1 - Transfer Form: Standard form for share transfer required by the corporation

7. Appendix 2 - Tax Declarations: Any required tax forms or declarations related to the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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

Financial Services

Professional Services

Technology

Manufacturing

Real Estate

Retail

Healthcare

Energy

Mining

Agriculture

Transportation

Construction

Telecommunications

Education

Entertainment

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Governance

Executive Leadership

Investment

Mergers & Acquisitions

Business Development

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Business Development Manager

Mergers & Acquisitions Director

Company Director

Board Member

Shareholder

Corporate Governance Officer

Compliance Officer

Financial Controller

Investment Banker

Business Owner

Managing Director

Partner

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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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