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Subscription And Shareholders Agreement

Subscription And Shareholders Agreement Template for Canada

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Key Requirements PROMPT example:

Subscription And Shareholders Agreement

"Need a Subscription and Shareholders Agreement for our Canadian tech startup based in Ontario, where three angel investors will collectively subscribe for 25% of the company's shares, with standard tag-along and drag-along rights, to be completed by March 2025."

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Document background
The Subscription And Shareholders Agreement is a fundamental document used when new investors are joining a company or when existing shareholders are formalizing their relationship under Canadian law. It serves dual purposes: facilitating the subscription of shares by new or existing shareholders while simultaneously establishing the comprehensive framework for shareholder relationships and corporate governance. This agreement is particularly crucial for private companies, startups seeking investment, and established businesses undergoing ownership changes. It needs to comply with both federal legislation (such as the Canada Business Corporations Act) and relevant provincial corporate and securities laws. The document typically includes detailed provisions for share subscription, payment terms, shareholder rights and obligations, management structure, share transfer restrictions, and exit mechanisms.
Suggested Sections

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

2. Background: Context of the agreement, including company information and purpose of the arrangement

3. Definitions: Definitions of key terms used throughout the agreement

4. Subscription for Shares: Details of share subscription, including number, class, and price of shares

5. Payment and Share Issuance: Terms for payment of subscription price and mechanics of share issuance

6. Representations and Warranties: Statements of fact and assurances from all parties

7. Share Capital and Shareholdings: Description of company's share capital structure and shareholding details

8. Management and Decision Making: Governance structure, board composition, and decision-making processes

9. Shareholder Meetings: Procedures for calling and conducting shareholder meetings

10. Transfer Restrictions: Limitations on share transfers and required procedures

11. Pre-emptive Rights: Rights of existing shareholders to maintain ownership percentage in new share issues

12. Tag-Along and Drag-Along Rights: Rights in case of sale to third parties

13. Exit Provisions: Mechanisms for shareholder exits including share sales and company sale

14. Confidentiality: Obligations regarding confidential information

15. General Provisions: Standard contractual terms including notices, amendments, and governing law

Optional Sections

1. Dividend Policy: Specific arrangements for dividend declarations and distributions

2. Anti-Dilution Rights: Protection for investors against future down rounds

3. Information Rights: Special rights for certain shareholders to receive company information

4. Board Observer Rights: Rights of certain shareholders to appoint non-voting board observers

5. Vesting Provisions: For agreements involving founder or employee shareholders

6. Non-Compete and Non-Solicit: Restrictions on competitive activities and employee solicitation

7. Strategic Rights: Special rights for strategic investors

8. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances

9. Deadlock Resolution: Mechanisms to resolve shareholder or board deadlocks

Suggested Schedules

1. Share Capital Table: Detailed breakdown of share ownership and classes

2. Subscription Details: Specific details of share subscription including price and payment terms

3. Company Information: Key company details including registration information and directors

4. Deed of Adherence: Template for new shareholders to join the agreement

5. Reserved Matters: List of decisions requiring special approval

6. Share Transfer Notice: Template for notice of intention to transfer shares

7. Valuation Methodology: Agreed methods for share valuation in various scenarios

8. Business Plan: Initial business plan and key milestones

9. Corporate Governance Guidelines: Detailed procedures for corporate governance

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
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Relevant Industries

Technology

Manufacturing

Professional Services

Healthcare

Real Estate

Financial Services

Retail

Energy

Transportation

Media and Entertainment

Biotechnology

Agriculture

Construction

Education

Software

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Board of Directors

Investor Relations

Compliance

Corporate Secretary Office

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Investment Manager

Venture Capital Partner

Private Equity Manager

Corporate Lawyer

Investment Banker

Business Development Director

Founder

Co-Founder

Board Member

Company Director

Compliance Officer

Legal Counsel

Finance Director

Corporate Development Manager

Investor Relations Manager

Industries








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