A Stock Transfer Restriction Agreement is a crucial document for private corporations in Canada seeking to maintain control over their ownership structure and protect their interests. This agreement is commonly implemented when a company is initially formed, during corporate restructuring, or when new shareholders are admitted. It outlines specific conditions under which shares can be transferred, including rights of first refusal, permitted transfers to family members or affiliated entities, and requirements for board approval. The agreement must comply with both federal legislation (such as the Canada Business Corporations Act) and provincial securities laws. It typically includes provisions for share valuation, transfer procedures, and mechanisms for ensuring new shareholders become bound by the agreement. This document is particularly important for closely-held companies, family businesses, and startups where maintaining control over share ownership is crucial for long-term stability and growth.
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1. Parties: Identification of all parties to the agreement, including the corporation and all shareholders bound by the restrictions
2. Background: Context of the agreement, including the corporation's details and reason for implementing transfer restrictions
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Transfer Restrictions: Core restrictions on the transfer of shares, including general prohibition and conditions for permitted transfers
5. Right of First Refusal: Process and terms for existing shareholders to purchase shares before they can be sold to third parties
6. Board Approval Requirements: Process and criteria for obtaining board approval for share transfers
7. Permitted Transfers: Specific circumstances where transfers are automatically permitted (e.g., to family members or affiliated entities)
8. Transfer Process: Procedural requirements for implementing a permitted transfer
9. Adherence to Agreement: Requirements for new shareholders to become bound by the agreement
10. Duration and Termination: Term of the agreement and circumstances under which it can be terminated
11. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.
1. Tag-Along Rights: Include when minority shareholders need protection to participate in sales by majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the ability to force minority shareholders to join in a sale
3. Put and Call Options: Include when shareholders want the right to force sales or purchases under specific circumstances
4. Valuation Mechanism: Include when specific methods for share valuation need to be predetermined
5. Death/Disability Provisions: Include when special provisions are needed for transfers upon death or disability of shareholders
6. Family Law Compliance: Include when protection against family law claims is required
7. Non-Competition Provisions: Include when shareholders should be restricted from competing post-transfer
8. Special Share Class Provisions: Include when different classes of shares have different transfer restrictions
1. Current Shareholdings: Schedule listing all current shareholders and their shareholdings
2. Form of Transfer Notice: Prescribed form for shareholders to give notice of intended transfer
3. Form of Adherence Agreement: Form for new shareholders to sign agreeing to be bound by the agreement
4. Permitted Transferee Categories: Detailed list and criteria for permitted transferees
5. Valuation Rules: Detailed methodology for share valuation if specified in the agreement
6. Share Certificate Legend: Required text to be placed on share certificates regarding transfer restrictions
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