Founders Stock Agreement Template for Canada

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Key Requirements PROMPT example:

Founders Stock Agreement

"I need a Founders Stock Agreement for a tech startup with three co-founders, where one founder will be part-time and we need strong vesting provisions and clear rules for share transfers if someone leaves the company."

Document background
The Founders Stock Agreement is a crucial document used when establishing a new corporation or formalizing the relationship between existing founders in Canada. It becomes necessary when two or more individuals join forces to start a business and need to clearly define their equity ownership, responsibilities, and rights. This agreement typically comes into play during or shortly after incorporation, when initial shares are being issued and the foundation of the company's governance is being established. The document incorporates specific Canadian legal requirements, including compliance with the Canada Business Corporations Act or provincial equivalents, securities regulations, and tax considerations for Canadian Controlled Private Corporations (CCPCs). A properly structured Founders Stock Agreement helps prevent future disputes by clearly documenting vesting schedules, transfer restrictions, and exit provisions, while also protecting the company's intellectual property and confidential information.
Suggested Sections

1. Parties: Identification of the founding shareholders and the corporation

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

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

4. Share Subscription and Issuance: Details of initial share allocation and payment terms

5. Representations and Warranties: Statements of fact by founders regarding their capacity and authority

6. Vesting Provisions: Schedule and terms for share vesting, including acceleration events

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

8. Right of First Refusal: Process for existing shareholders to purchase shares before external sale

9. Drag-Along Rights: Majority shareholders' right to force minority participation in sale

10. Tag-Along Rights: Minority shareholders' right to join in sale by majority

11. Founder Commitments: Time commitment, roles, and responsibilities of founders

12. Confidentiality: Protection of company and founder confidential information

13. Intellectual Property Assignment: Assignment of founders' IP rights to the company

14. Dispute Resolution: Process for resolving disputes between founders

15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Death and Disability: Procedures for handling shares upon death or disability of a founder

2. Non-Competition: Restrictions on founders competing with the company, if applicable

3. Board Representation: Rights of founders to appoint board members

4. Information Rights: Founders' rights to company financial and operational information

5. Pre-emptive Rights: Rights of founders to maintain ownership percentage in future offerings

6. Family Law Provisions: Protection of company interests in case of founder divorce or family disputes

7. Good Leaver/Bad Leaver: Different treatment of shares based on circumstances of founder departure

8. Special Corporate Opportunities: Process for handling business opportunities related to company's business

Suggested Schedules

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

2. Schedule B - Vesting Schedule: Detailed timeline and terms of share vesting

3. Schedule C - Form of Share Transfer Notice: Standard form for notifying intent to transfer shares

4. Schedule D - Deed of Adherence: Form for new shareholders to become bound by the agreement

5. Schedule E - Founder Details: Personal information and contact details of founders

6. Schedule F - Initial Business Plan: Overview of company's initial business strategy and objectives

7. Schedule G - Restricted Activities: List of actions requiring special approval

8. Schedule H - Share Transfer Valuation Methodology: Agreed method for determining share value in transfers

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Software Development

Professional Services

Manufacturing

Retail

E-commerce

Healthcare

Biotechnology

Financial Services

Clean Technology

Media and Entertainment

Education

Consumer Goods

Agriculture

Real Estate

Consulting

Relevant Teams

Legal

Executive Leadership

Corporate Governance

Human Resources

Finance

Compliance

Corporate Development

Board of Directors

Administrative

Relevant Roles

CEO

Co-founder

Corporate Lawyer

Chief Legal Officer

Board Member

Corporate Secretary

CFO

General Counsel

Legal Counsel

VP of Legal

Chief Operating Officer

HR Director

Chief Technology Officer

Managing Director

Compliance Officer

Company Secretary

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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