Ontario Unanimous Shareholders Agreement Between Shareholders and Nominees
Shareholder nominees are included under the provisions of this Unanimous Shareholders Agreement for Ontario business corporations.
- Shareholder loans must be secured by a security agreement over the corporation's assets, are non-interest-bearing and become immediately due and payable upon the bankruptcy or receivership of the corporation.
- Clauses providing for employment and termination of shareholders as employees.
- Non-competition and non-solicitation provisions.
- Each shareholder indemnifies the other shareholders and the directors of the corporation against liability.
- All share certificates will be held in escrow by the corporation's lawyers.
- The remaining shareholders have a right of first refusal to purchase the shares of a departing shareholder.
- In the event of a take-over offer, the minority shareholders have the option to buy out a majority shareholder or, alternatively, to consent to the take-over.
- If a shareholder wishes to withdraw, the remaining shareholders must agree on a buy-out procedure, failing which they may vote to wind up the company, sell the shares to a third party, or offer all shares of the company for sale.
If the shareholders in your company have appointed nominees, you should consider putting this Unanimous Shareholders Agreement in place.
Last Updated: 14-April-2016