50 50 Shareholder Agreement Template for Canada

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Key Requirements PROMPT example:

50 50 Shareholder Agreement

"I need a 50/50 Shareholder Agreement for a new software development company in Ontario, where both shareholders will be active in the business as CEO and CTO, with specific provisions for intellectual property protection and deadlock resolution."

Document background
The 50/50 Shareholder Agreement is essential for businesses in Canada where two parties hold equal ownership stakes in a corporation. This document becomes necessary when establishing or formalizing a business partnership with equal control, typically during company formation, business restructuring, or when transitioning from a different ownership structure. The agreement operates under Canadian federal or provincial corporate law and provides crucial mechanisms for corporate governance, protecting both shareholders' interests equally. It addresses potential challenges unique to 50/50 ownership structures, such as deadlock situations, and includes comprehensive provisions for business operations, share transfers, dispute resolution, and exit strategies. The document is particularly important as it helps prevent and resolve conflicts that might arise from equal ownership while ensuring business continuity and protecting both shareholders' investments.
Suggested Sections

1. Parties: Identification of the shareholders and the corporation

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

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Share Ownership and Capital Structure: Details of share ownership, classes of shares, and capital structure

5. Management and Corporate Governance: Rules for board composition, appointment of directors, and decision-making processes

6. Shareholders' Meetings: Procedures for calling and conducting shareholder meetings, voting rights

7. Reserved Matters: Decisions requiring unanimous shareholder approval

8. Deadlock Resolution: Procedures for resolving disputes when shareholders cannot agree

9. Transfer Restrictions: Limitations on share transfers and process for permitted transfers

10. Share Valuation: Methods for determining share value for transfers or buyouts

11. Dividend Policy: Framework for deciding and distributing dividends

12. Dispute Resolution: General procedures for resolving disputes between shareholders

13. Confidentiality: Obligations regarding company and shareholder confidential information

14. Term and Termination: Duration of agreement and circumstances for termination

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

Optional Sections

1. Employment Terms: Required when shareholders are also employees, defining roles and compensation

2. Non-Compete and Non-Solicitation: Restrictions on competing activities, used when shareholders might have access to sensitive information

3. Intellectual Property Rights: Needed when company owns significant IP or shareholders contribute IP

4. Tag-Along Rights: Optional protection allowing minority shareholder to join in sale of shares

5. Drag-Along Rights: Optional provision forcing minority shareholder to join in sale of company

6. Insurance Requirements: Required when shareholders need life or key person insurance

7. Family Transfer Provisions: Needed when allowing transfers to family members or family trusts

8. Business Plan and Budget: Optional section for defining initial business direction and financial planning

Suggested Schedules

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

2. Schedule B - Reserved Matters: Comprehensive list of decisions requiring unanimous approval

3. Schedule C - Company Information: Corporate details, registered office, and other company information

4. Schedule D - Initial Directors: List of initial board members and their details

5. Schedule E - Valuation Methodology: Detailed procedure for share valuation

6. Schedule F - Deed of Adherence: Template for new shareholders to become bound by the agreement

7. Schedule G - Business Plan: Initial business plan and strategic objectives

8. Schedule H - Key Management Positions: Description of key management roles and responsibilities

Authors

Alex Denne

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

Clauses
Relevant Industries

Technology

Professional Services

Manufacturing

Retail

Healthcare

Real Estate

Construction

Hospitality

Financial Services

Media and Entertainment

Consulting

Agriculture

Transportation

Energy

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Leadership

Compliance

Corporate Secretariat

Finance

Business Development

Risk Management

Relevant Roles

CEO

Managing Director

Business Owner

Corporate Lawyer

Legal Counsel

Company Secretary

CFO

Board Member

Director

Shareholder

Corporate Governance Officer

Business Development Director

General Counsel

Compliance Officer

Partner

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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