Stock Repurchase Agreement Template for Canada

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Key Requirements PROMPT example:

Stock Repurchase Agreement

"I need a Stock Repurchase Agreement for our Canadian private technology company to buy back shares from a departing founder who holds 15% of the company's shares, with the closing planned for March 2025."

Document background
The Stock Repurchase Agreement is a crucial document used when a Canadian corporation intends to buy back its own shares from existing shareholders. This type of transaction is commonly implemented for various strategic purposes, including capital structure optimization, excess cash utilization, or facilitating shareholder exits. The agreement must comply with the Canada Business Corporations Act, provincial securities laws, and relevant tax legislation. It typically includes detailed provisions regarding purchase price determination, closing mechanics, representations and warranties, and conditions precedent to closing. The document is particularly important as it helps ensure the transaction meets legal requirements for corporate solvency, shareholder approval (if required), and regulatory compliance, while also addressing tax implications for both the corporation and selling shareholders.
Suggested Sections

1. Parties: Identification of the corporation and the selling shareholder(s)

2. Background: Context of the agreement, including current shareholding structure and reason for repurchase

3. Definitions: Key terms used throughout the agreement

4. Agreement to Sell and Purchase: Core terms of the share repurchase, including number of shares and purchase price

5. Closing: Timing and mechanics of the transaction closing

6. Conditions Precedent: Conditions that must be satisfied before the repurchase can proceed

7. Representations and Warranties of the Seller: Seller's confirmations regarding share ownership, authority to sell, and absence of encumbrances

8. Representations and Warranties of the Corporation: Corporation's confirmations regarding authority, solvency, and compliance with laws

9. Covenants: Ongoing obligations of both parties until closing

10. Tax Matters: Treatment of tax implications and responsibilities

11. Termination: Circumstances under which the agreement may be terminated

12. General Provisions: Standard legal provisions including notices, amendments, governing law, etc.

Optional Sections

1. Regulatory Compliance: Required for public companies or when specific regulatory approvals are needed

2. Shareholder Approval: Include when shareholder approval is required for the repurchase

3. Non-Competition and Non-Solicitation: Include when the selling shareholder is also leaving a management position

4. Escrow Arrangements: Include when part of the purchase price is to be held in escrow

5. Continuing Obligations: Include when the seller retains other shares or has ongoing obligations

6. Foreign Ownership Provisions: Required when dealing with international shareholders or regulatory requirements

Suggested Schedules

1. Schedule A - Details of Shares: Detailed description of shares being repurchased, including share certificates

2. Schedule B - Purchase Price Calculation: Formula or method for determining the purchase price

3. Schedule C - Closing Deliverables: List of documents and items to be delivered at closing

4. Schedule D - Required Consents and Approvals: List of third-party consents and regulatory approvals needed

5. Schedule E - Encumbrances: List of any existing encumbrances on the shares

6. Appendix 1 - Board Resolution: Copy of board resolution approving the share repurchase

7. Appendix 2 - Solvency Certificate: Certificate confirming corporation's solvency post-repurchase

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 Industries

Financial Services

Technology

Manufacturing

Professional Services

Real Estate

Mining and Resources

Energy

Retail

Healthcare

Transportation and Logistics

Private Equity

Venture Capital

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Tax

Compliance

Board Secretariat

Investor Relations

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Finance Director

Treasury Manager

Board Director

Company Secretary

Compliance Officer

Tax Director

Investment Manager

Shareholder Relations Manager

Corporate Development 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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