Corporate Resolutions Repurchasing Shares for Cancellation

Use this downloadable Share Repurchase (or Buy-Back) Agreement to transfer shares from a shareholder back to the corporation.

• The Agreement is secured by a promissory note, and the template includes a sample form of promissory note.
• The corporation will cancel the shares after buying them back.
• The vendor represents that the shares are free of encumbrances and security interests against them.
• Both parties agree to take all actions necessary to complete the transaction.
• The Share Repurchase Agreement allows the corporation to reduce the number of outstanding shares and retain share value.
• This is a generic legal form which can be used in many jurisdictions. Available in MS Word format.

These optional buy-sell provisions can be inserted into a Shareholder Agreement to provide for the purchase and sale of shares among the shareholders of a company.

Key Provisions

• The remaining shareholders have right of first refusal to purchase a departing shareholder's shares.
• Any buy-sell offers made during the notice period are irrevocable.
• The purchase price must be paid in full on closing.

Jurisdiction and Format

These Shareholder Agreement Buy-Sell Provisions are generic (not country-specific) and can be used in many jurisdictions. The template is provided as a downloadable and fully editable MS Word file.

Plan ahead for the continuation of your business upon the death or retirement of an owner with this Shareholder Buy-Sell Agreement (Promissory Note Method) for Canadian companies.

• The corporation will hold life insurance policies on each of the shareholders and use the proceeds to redeem and acquire its own shares from a deceased shareholder's estate.
• If a shareholder dies, the surviving shareholders can purchase the deceased's shares on a pro rata basis (proportionate to their current shareholdings) by issuing the corporation a promissory note for the purchase price.
• The corporation will loan the purchaser the amount of the purchase price from the insurance proceeds, and then makes an election for a deemed dividend to be paid from the capital dividend account if possible.
• This is a fully editable legal form in MS Word format which can be customized to fit your circumstances.
• Governed by Canadian tax laws and ntended to be used only in Canada.