New Shareholder Agreement Template for Canada

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Key Requirements PROMPT example:

New Shareholder Agreement

"I need a New Shareholder Agreement for a technology startup with three founding shareholders and two venture capital investors, incorporating specific provisions for intellectual property protection and future funding rounds to be completed by March 2025."

Document background
The New Shareholder Agreement is a crucial document required when establishing or restructuring shareholder relationships in a Canadian corporation. It is typically implemented during company formation, when new shareholders join, or when existing shareholder arrangements need formal documentation. This agreement, governed by Canadian federal and provincial corporate law, provides a comprehensive framework for managing shareholder relationships, protecting minority interests, and establishing clear protocols for share transfers, voting rights, and corporate governance. The document is essential for both privately held companies and those planning to go public, as it establishes fundamental rules for shareholder interaction and company management while ensuring compliance with Canadian legal requirements. A New Shareholder Agreement is particularly important for defining exit strategies, dispute resolution mechanisms, and maintaining harmonious business relationships among shareholders.
Suggested Sections

1. Parties: Identification of all shareholders and the corporation as parties to the agreement

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

3. Definitions: Defined terms used throughout the agreement

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

5. Management and Control: Decision-making processes, board composition, and voting rights

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

7. Right of First Refusal: Process for existing shareholders to purchase shares before third-party sales

8. Tag-Along Rights: Minority shareholder right to join in sale of majority shares

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

10. Dividend Policy: Framework for declaring and distributing dividends

11. Confidentiality: Protection of company and shareholder confidential information

12. Dispute Resolution: Procedures for resolving conflicts between shareholders

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

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

Optional Sections

1. Pre-emptive Rights: Right of existing shareholders to maintain ownership percentage in new share issuances

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

3. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

4. Death and Disability Provisions: Procedures for handling shares upon death or disability of shareholders

5. Employment Requirements: Provisions linking share ownership to employment status

6. Intellectual Property Rights: Ownership and protection of company IP, particularly relevant for technology companies

7. Related Party Transactions: Procedures for handling business dealings between company and shareholders

8. Share Valuation Methods: Specific methodologies for determining share value in various scenarios

9. Management Compensation: Terms for compensating shareholder-managers

10. Special Industry Provisions: Industry-specific requirements or restrictions

Suggested Schedules

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

2. Schedule B - Shareholders List: Complete list of shareholders with contact information and share details

3. Schedule C - Board Composition: Current board structure and shareholder nomination rights

4. Schedule D - Reserved Matters: List of decisions requiring special majority or unanimous approval

5. Schedule E - Valuation Formula: Agreed methodology for share valuation

6. Schedule F - Company By-laws: Copy of current corporate by-laws

7. Schedule G - Business Plan: Initial or current business plan if referenced in agreement

8. Schedule H - Share Transfer Form: Standard form for executing share transfers

9. Appendix 1 - Deed of Adherence: Template for new shareholders to join the agreement

10. Appendix 2 - Tag/Drag Notice Forms: Standard forms for exercising tag-along or drag-along rights

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

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Energy

Agriculture

Entertainment

Transportation

Construction

Education

Hospitality

Mining

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Finance

Compliance

Risk Management

Corporate Affairs

Investor Relations

Business Development

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

General Counsel

Managing Director

Board Director

Corporate Lawyer

Investment Manager

Compliance Officer

Corporate Governance Specialist

Business Development Director

Shareholder Relations Manager

Company Secretary

Investment Advisor

Private Equity Manager

Venture Capital Manager

Risk Management Officer

Industries
Canada Business Corporations Act (CBCA): Federal legislation governing the incorporation and operation of federal corporations, including shareholder rights, corporate governance requirements, and director obligations
Provincial Business Corporations Acts: Provincial legislation (varies by province) governing corporations incorporated at the provincial level, including shareholder rights and corporate governance requirements
Securities Act: Provincial legislation regulating the trading of securities, including share transfers and disclosure requirements for privately-held companies
Income Tax Act: Federal legislation governing taxation matters, including tax implications of share transfers, dividends, and corporate reorganizations
Competition Act: Federal legislation governing competition and anti-trust matters, which may be relevant for shareholder agreements involving market competition or business combinations
Personal Property Security Act: Provincial legislation governing security interests in personal property, relevant when shares are used as collateral or security
Contract Law (Common Law): Provincial common law principles governing contract formation, interpretation, and enforcement (except in Quebec, which uses Civil Code)
Civil Code of Quebec: For Quebec-based corporations, the Civil Code governs contracts and corporate matters instead of common law principles
Arbitration Acts: Federal and provincial legislation governing dispute resolution through arbitration, often included in shareholder agreements
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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