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Equity Share Contract Template for Canada

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Key Requirements PROMPT example:

Equity Share Contract

"I need an Equity Share Contract for my tech startup to issue 25% ownership to a new investor by March 2025, including drag-along rights and anti-dilution protection for the first three years."

Document background
The Equity Share Contract serves as a fundamental document in Canadian corporate law, essential for companies seeking to issue shares or formalize arrangements between shareholders. This agreement is particularly crucial during capital raising, corporate restructuring, or when establishing new business ventures. It must comply with both federal legislation (primarily the Canada Business Corporations Act) and provincial securities laws. The document typically comes into play during company formation, investment rounds, or when modifying existing shareholder arrangements. It includes comprehensive details about share classes, voting rights, dividend policies, transfer restrictions, and shareholder protections. The agreement is designed to prevent future disputes by clearly defining all aspects of share ownership and shareholder relationships, while ensuring compliance with Canadian corporate governance requirements.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company and shareholders

2. Background: Context of the agreement, including company details and purpose of the share issuance

3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement

4. Share Structure: Details of share class(es), par value, and number of shares being issued

5. Subscription and Purchase Price: Terms of share subscription including price per share and payment terms

6. Closing Conditions: Conditions precedent to the completion of the share issuance

7. Representations and Warranties: Statements of fact and assurances from both the company and shareholders

8. Rights and Obligations: Core shareholder rights including voting, dividends, and participation rights

9. Transfer Restrictions: Limitations and conditions on the transfer of shares

10. Pre-emptive Rights: Rights of existing shareholders to maintain their ownership percentage

11. Board Representation: Rights regarding appointment of directors and board composition

12. Confidentiality: Obligations regarding confidential information

13. Dispute Resolution: Procedures for resolving disputes between parties

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

Optional Sections

1. Tag-Along Rights: Optional section for minority shareholder protection, allowing them to join in sale of shares by majority

2. Drag-Along Rights: Optional section allowing majority shareholders to force minority to join in sale of company

3. Share Vesting Provisions: Used when shares are subject to vesting schedule, typically for employee shareholders

4. Anti-Dilution Protection: Protection against dilution of ownership percentage in future share issuances

5. Special Voting Rights: For cases where certain shareholders have special voting or veto rights

6. Exit Rights: Specific provisions regarding company sale or IPO scenarios

7. Management Rights: Special provisions for shareholders involved in company management

8. Non-Competition and Non-Solicitation: Restrictions on competitive activities, typically for founder shareholders

Suggested Schedules

1. Schedule A - Share Capital: Detailed breakdown of share capital structure and ownership

2. Schedule B - Subscription Details: Specific details of share subscription including payment terms

3. Schedule C - Shareholders' Contact Information: Contact details and notice information for all shareholders

4. Schedule D - Form of Share Certificate: Template of share certificate to be issued

5. Schedule E - Corporate Information: Company details including articles and bylaws references

6. Appendix 1 - Deed of Adherence: Template for new shareholders joining the agreement

7. Appendix 2 - Share Transfer Form: Standard form for share transfers

8. Appendix 3 - Consent Resolutions: Template for shareholder and director resolutions

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

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Relevant Industries

Technology

Financial Services

Manufacturing

Real Estate

Healthcare

Energy

Mining

Retail

Professional Services

Agriculture

Transportation

Construction

Telecommunications

Entertainment

Education

Relevant Teams

Legal

Finance

Executive Leadership

Corporate Governance

Compliance

Investment

Business Development

Risk Management

Corporate Secretary Office

Board Administration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Investment Manager

Board Director

Corporate Governance Officer

Compliance Officer

Finance Director

Managing Director

Investment Banker

Private Equity Manager

Venture Capitalist

Business Development Executive

Risk Manager

Industries







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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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