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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."
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
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
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
Articles
Board
Business
Business Day
Business Plan
By-laws
CBCA
Company
Confidential Information
Deadlock
Deadlock Notice
Directors
Encumbrance
Fair Market Value
Financial Year
Group
Insolvency Event
Law
Material Contract
Parties
Permitted Transferee
Reserved Matters
Shareholders
Shares
Share Transfer
Special Resolution
Subsidiary
Tag-Along Notice
Tag-Along Right
Territory
Third Party
Transfer Notice
Valuation Date
Valuation Expert
Working Capital
Corporate Governance
Board Composition
Decision Making
Shareholder Meetings
Reserved Matters
Deadlock Resolution
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Share Valuation
Dividend Policy
Management Rights
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Financial Matters
Business Plan
Employment Terms
Death and Incapacity
Default Events
Exit Mechanisms
Dispute Resolution
Termination
Amendment
Assignment
Notices
Governing Law
Jurisdiction
Entire Agreement
Severability
Force Majeure
Costs and Expenses
Further Assurance
Counterparts
Technology
Professional Services
Manufacturing
Retail
Healthcare
Real Estate
Construction
Hospitality
Financial Services
Media and Entertainment
Consulting
Agriculture
Transportation
Energy
Legal
Corporate Governance
Board of Directors
Executive Leadership
Compliance
Corporate Secretariat
Finance
Business Development
Risk Management
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
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