Ontario Unanimous Shareholder Agreement Between Equal Partners

Ensure the continuity of ownership and management of your business with this Shareholder Buy-Sell Agreement for Ontario.

• The Agreement includes:
  • a procedure for soliciting offers from third parties;
  • the remaining shareholders have right of first refusal to purchase shares of a departing shareholder;
  • the remaining shareholders have the right to piggyback the sale of their shares onto a proposed sale of more than 50% of the shares;
  • a mandatory (shotgun) buy-sell;
  • a mandatory buyout on death, to be funded by proceeds of a life insurance policy on the life of the deceased shareholder.
• This template is available in MS word format and is easy to customize to fit your circumstances.
• Intended to be used only in the Province of Ontario, Canada.

Equalize the capital contributions of the shareholders for an Ontario corporation with this Share Capital Equalization Agreement.

• This agreement is for a company with two shareholders, one of whom has invested more capital than the other, with the intent being that each of them will end up with 50% shareholdings in the company.
• To do that, the contributing shareholder will make regular installment payments into his/her capital account to purchase a proportionate number of shares.
• The shares will then be held in trust until all the equalization payments are made.

You can download the Ontario Share Capital Equalization Agreement immediately after purchase.

Sell the shares of an Ontario corporation and transfer any existing shareholder loans with this Share Purchase and Assignment Agreement.

• The seller sells its shares and assigns the balance of shareholder loans still outstanding over to the buyer, who is taking over the business of the company.
• The purchase price will be allocated between the shares and the shareholder loans, at fair market value.
• The buyer is at liberty to contact customers, suppliers and employees to notify them of the change of control. The seller will operate the business until closing.
• The parties will each file any required tax elections with respect to the transaction.
• This template is available as a downloadable and fully customizable MS Word document.
• Intended for use only in the Province of Ontario, Canada.