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Startup Equity Agreement Template for Canada

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Key Requirements PROMPT example:

Startup Equity Agreement

"I need a Startup Equity Agreement for my Canadian technology company to issue Series A preferred shares to three venture capital investors in March 2025, with anti-dilution protection and board representation rights."

Document background
The Startup Equity Agreement is a fundamental document used when Canadian startups issue shares to founders, investors, or employees. This agreement, governed by Canadian federal and provincial laws, is typically implemented during key company milestones such as initial incorporation, funding rounds, or employee equity compensation programs. The document must comply with the Canada Business Corporations Act or relevant provincial business corporations acts, as well as applicable securities regulations. A well-structured Startup Equity Agreement addresses critical aspects including share classes, voting rights, transfer restrictions, vesting schedules, and shareholder protections, while providing flexibility for future funding rounds and exit scenarios. It serves as a cornerstone document that establishes the relationship between the company and its shareholders while protecting all parties' interests.
Suggested Sections

1. Parties: Identification of the company, shareholders, and any other relevant parties to the agreement

2. Background: Context of the agreement, including company status and purpose of the equity issuance

3. Definitions: Key terms used throughout the agreement

4. Share Subscription: Details of shares being issued, including class, number, and price

5. Payment Terms: Terms and method of payment for the shares

6. Representations and Warranties: Statements of fact by both company and subscriber regarding their capacity and authority

7. Share Rights and Restrictions: Specific rights attached to the shares, including voting, dividends, and liquidation preferences

8. Transfer Restrictions: Limitations on the transfer of shares, including right of first refusal and co-sale rights

9. Shareholder Obligations: Ongoing obligations of shareholders, including confidentiality and non-competition

10. Termination: Circumstances under which the agreement can be terminated

11. General Provisions: Standard legal provisions including governing law, notices, and amendments

Optional Sections

1. Vesting Provisions: Used when shares are subject to vesting schedules, typically for founders or employees

2. Drag-Along Rights: Include when majority shareholders need the ability to force minority shareholders to join in the sale of the company

3. Tag-Along Rights: Include when minority shareholders need the right to join in sales by majority shareholders

4. Board Representation: Include when certain shareholders are granted board nomination rights

5. Pre-emptive Rights: Include when existing shareholders should have the right to maintain their ownership percentage in future offerings

6. Information Rights: Include when certain shareholders are granted specific rights to company information

7. Registration Rights: Include when planning for potential future public offering

8. Anti-dilution Protection: Include when investors need protection against future down rounds

Suggested Schedules

1. Schedule A - Share Capital: Detailed breakdown of the company's share capital structure

2. Schedule B - Subscription Details: Specific details of the share subscription including price and number of shares

3. Schedule C - Shareholders' Information: List of all shareholders and their holdings post-investment

4. Schedule D - Vesting Schedule: If applicable, detailed vesting terms and schedules

5. Schedule E - Company Disclosure: Company disclosures against representations and warranties

6. Appendix 1 - Share Certificate: Form of share certificate to be issued

7. Appendix 2 - Shareholders' Resolution: Required corporate resolutions authorizing the share issuance

8. Appendix 3 - Accredited Investor Certificate: If applicable, certification of accredited investor status under securities laws

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

Technology

Biotechnology

Financial Services

E-commerce

Healthcare

Clean Technology

Software Development

Artificial Intelligence

Manufacturing

Professional Services

Media and Entertainment

Telecommunications

Real Estate Technology

Education Technology

Retail Innovation

Relevant Teams

Legal

Finance

Executive Leadership

Human Resources

Compliance

Corporate Governance

Investment

Administration

Board of Directors

Relevant Roles

CEO

CFO

Corporate Lawyer

General Counsel

Investment Manager

Startup Founder

Board Member

Corporate Secretary

Chief Legal Officer

VP of Finance

Financial Controller

Venture Capitalist

Angel Investor

HR Director

Compliance Officer

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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