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
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