Startup Shareholder Agreement Template for Canada

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Key Requirements PROMPT example:

Startup Shareholder Agreement

"I need a Startup Shareholder Agreement for my Canadian technology startup with three co-founders, preparing for a Series A investment round in March 2025; the agreement should include vesting provisions and strong drag-along rights for future exits."

Document background
The Startup Shareholder Agreement is a foundational document used when establishing or formalizing the relationship between shareholders in a Canadian startup company. It becomes necessary when a startup has multiple shareholders, is seeking investment, or needs to establish clear governance structures. This agreement is particularly crucial in the Canadian context, where it must comply with federal legislation such as the Canada Business Corporations Act (CBCA) or relevant provincial corporate laws. The document typically includes provisions for share transfers, voting rights, management participation, dispute resolution, and exit strategies. It also addresses specific considerations for Canadian-controlled private corporations (CCPCs) and potential tax implications. The agreement is designed to protect both majority and minority shareholders while providing flexibility for future growth and potential investment rounds. A well-structured Startup Shareholder Agreement is essential for maintaining clear shareholder relationships and preventing potential disputes while ensuring compliance with Canadian corporate and securities laws.
Suggested Sections

1. Parties: Identification of all shareholders and the corporation

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

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

4. Share Capital Structure: Details of authorized and issued shares, classes, and rights

5. Management and Operation: Corporate governance, board composition, and decision-making processes

6. Shareholder Rights and Obligations: Voting rights, pre-emptive rights, and general obligations of shareholders

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

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

9. Tag-Along Rights: Minority shareholder protection in case of majority share sale

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

11. Deadlock Resolution: Procedures for resolving fundamental disagreements between shareholders

12. Confidentiality: Protection of company and shareholder confidential information

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

14. Dispute Resolution: Process for resolving disputes between shareholders

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

Optional Sections

1. Founder Vesting: Vesting schedule for founder shares, typically used when founders are still actively involved

2. Anti-Dilution Protection: Protection for early investors against future down rounds, common in startups with planned future investment rounds

3. Employee Share Option Pool: Structure and administration of employee share options, needed if company plans to offer equity to employees

4. Preferred Share Rights: Special rights for preferred shareholders, used when there are institutional or venture capital investors

5. Board Observer Rights: Rights of certain shareholders to attend board meetings without voting, often requested by major investors

6. Information Rights: Special information access rights for certain shareholders, typically for major investors

7. Registration Rights: Rights related to future public offerings, important for startups planning eventual IPO

8. Family Law Compliance: Provisions dealing with matrimonial property rights, important in family-owned businesses

Suggested Schedules

1. Schedule A - Share Capital Table: Current shareholding structure including all classes of shares and their holders

2. Schedule B - Share Rights and Restrictions: Detailed description of rights attached to different share classes

3. Schedule C - Deed of Adherence: Template for new shareholders to sign and join the agreement

4. Schedule D - Reserved Matters: List of decisions requiring special shareholder approval

5. Schedule E - Fair Market Valuation Methodology: Agreed method for determining share value in various scenarios

6. Schedule F - Founding Shareholders' Particulars: Details of founding shareholders including contact information and initial contributions

7. Schedule G - Company IP Assets: List of key intellectual property owned by the company

8. Appendix 1 - Board Resolution Template: Standard format for documenting board decisions

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

Biotechnology

Clean Energy

E-commerce

Financial Technology

Healthcare Technology

Artificial Intelligence

Digital Media

Manufacturing

Consumer Products

Professional Services

SaaS

Retail Technology

Educational Technology

Relevant Teams

Legal

Executive Leadership

Corporate Development

Finance

Compliance

Board of Directors

Corporate Governance

Investment Relations

Administration

Relevant Roles

CEO

Founder

Co-Founder

Chief Legal Officer

General Counsel

Corporate Secretary

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Investment Manager

Venture Capital Partner

Board Member

Director

Chief Operating Officer

Company Secretary

Compliance Officer

Corporate Development Manager

Startup Attorney

Investment Advisor

Business Development Executive

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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