Shareholder Termination Agreement Template for Canada

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Key Requirements PROMPT example:

Shareholder Termination Agreement

"I need a Shareholder Termination Agreement for our retiring CEO who holds 25% of company shares, with payment to be structured in installments over 18 months starting March 2025, including standard non-compete provisions and board resignation terms under Ontario law."

Document background
The Shareholder Termination Agreement is a critical document used when a shareholder exits a corporation in Canada, whether through voluntary departure, retirement, or negotiated separation. This agreement is essential for privately-held companies operating under Canadian federal or provincial jurisdiction, where share transfers need to be carefully documented and executed. The document must comply with the Canada Business Corporations Act (CBCA) or provincial equivalents, securities regulations, and tax laws. It typically becomes necessary when a shareholder wishes to sell their shares, is required to sell under a shareholders' agreement, or when the company exercises a buyout option. The agreement comprehensively addresses share valuation, payment terms, tax considerations, confidentiality obligations, and releases of claims. Additional provisions may cover employment termination, board resignation, non-compete clauses, and transition arrangements. The document serves to protect all parties' interests and provide clear documentation for corporate records and regulatory compliance.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the departing shareholder, company, and remaining shareholders

2. Background: Context of the shareholding and reasons for termination

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

4. Share Ownership: Details of shares owned by the departing shareholder

5. Purchase Price: Agreed value of shares and calculation method

6. Payment Terms: Structure and timing of payment for shares

7. Closing Conditions: Conditions that must be met before the termination becomes effective

8. Representations and Warranties: Statements of fact by all parties regarding their capacity, authority, and share ownership

9. Release of Claims: Mutual release of claims between parties

10. Confidentiality: Ongoing obligations regarding confidential information

11. Tax Matters: Allocation of tax liabilities and responsibilities

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

13. Execution: Signature blocks and execution requirements

Optional Sections

1. Employment Termination: Required if the shareholder is also an employee, covering termination of employment relationship

2. Non-Compete and Non-Solicitation: Restrictions on future competitive activities and client/employee solicitation

3. Board Resignation: Required if shareholder holds director or officer positions

4. Intellectual Property Rights: Required if shareholder has created or owns IP relevant to the company

5. Ongoing Obligations: Any continuing duties or responsibilities after termination

6. Return of Company Property: List of items to be returned if shareholder had operational role

7. Indemnification: Specific indemnification provisions beyond standard releases

8. Transition Services: If shareholder needs to provide transition assistance

9. Earn-out Provisions: If part of purchase price is tied to future performance

Suggested Schedules

1. Schedule A - Share Certificate Details: List of share certificates, certificate numbers, and share classes

2. Schedule B - Purchase Price Calculation: Detailed methodology and calculations for share valuation

3. Schedule C - Payment Schedule: If payment is in installments, detailed payment timeline

4. Schedule D - Company Assets Register: List of company assets in shareholder's possession to be returned

5. Schedule E - Resignation Letters: Form of resignation letters from various positions

6. Appendix 1 - Share Transfer Forms: Required legal forms for share transfer

7. Appendix 2 - Tax Elections: Required tax forms and elections

8. Appendix 3 - Release Forms: Detailed release and waiver forms

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

Professional Services

Manufacturing

Retail

Healthcare

Financial Services

Real Estate

Construction

Energy

Transportation

Media and Entertainment

Agriculture

Mining

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Governance

Executive Leadership

Human Resources

Tax

Compliance

Risk Management

Corporate Development

Shareholder Relations

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Finance Director

Board Director

Company Secretary

Shareholder Relations Manager

Corporate Governance Officer

Risk Management Officer

Tax Director

Human Resources Director

Chief Operating Officer

Managing Director

Corporate Development Officer

Investment Relations Manager

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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