Shareholder Forms

Prepare the minutes from an annual meeting of the shareholders of a USA business corporation with this downloadable template.

Purpose of Minutes

The corporation's shareholders must meet each year to elect the directors for the coming year and conduct any other business that needs to be dealt with at the annual meeting.

Format

The Shareholders Minutes are available in MS Word format and are fully editable. You can use this template to prepare the standard form of minutes, and re-use the form each year.

Where to Use the Form

This template is intended to be used only by companies incorporated in the United States. It can be used in any state that does not have a statutory form.

This Royalty Agreement allows a corporation to reward a shareholder who is vital to the operations with an ongoing royalty in exchange for ongoing support and direction.

• The royalty is calculated as a percentage of the corporation's gross receipts.
• The shareholder has the right to audit the company's books to determine if the royalty being paid is correctly calculated.
• The corporation agrees not to sell any product or service for less than current market price.
• This legal form is fully customizable to fit your circumstances. Download it immediately after you purchase it.

Prepare a Shareholder Agreement to govern the operation, management and control of an S corporation with this easy-to-use USA template.

• The shareholders agree to maintain the corporation's status for tax purposes, unless a 3/4 majority of the shareholders consent to revoke the status.
• The shareholders agree to enter into a buy-sell agreement to govern the purchase and sale of the corporation's shares.
• Stock certificates must contain a restrictive covenant stating that the stock is subject to the terms of the Shareholder Agreement and the buy-sell agreement.
• If the corporation requires additional operating capital, the shareholders must each contribute additional capital within 30 days of request.
• This legal form template is provided in MS Word format and is fully editable to meet your requirements.
• Intended for use only in the United States.

Purpose of the Stock Redemption Agreement

This downloadable short form Stock Redemption Agreement is designed to facilitate the redemption of shares in a U.S. business corporation. The agreement outlines the terms under which the corporation will purchase back shares from a specific stockholder.

Redemption of Shares

Under this agreement, the corporation consents to redeem all of the shares currently held by the designated stockholder. This process effectively removes the stockholder’s ownership interest in the company.

Tax Treatment

The redemption is structured so that the transaction will be treated as capital gains rather than ordinary income for tax purposes.

Stockholder Resignation

As part of the agreement, the stockholder will resign from any positions held as director and officer of the corporation upon the completion of the redemption.

Restriction on Future Stock Acquisition

The stockholder further agrees not to acquire additional shares of the corporation's stock for a specified period following redemption.

Format and Intended Use

This agreement is available in Microsoft Word format and is intended exclusively for use within the United States.

Prepare a Shotgun Buy-Sell Provision for a shareholder agreement with this ready-made template.

• The shotgun provision gives a shareholder the right to offer to purchase the shares held by the other shareholders at a specified price. If they do not accept the offer, the offering party must sell its shareholdings to the remaining shareholders.
• These buy-sell provisions set out:
  • the procedure to be followed by a shareholder when making an offer to purchase the other shareholders' interests,
  • the terms on which any offer to purchase or offer to sell must be made,
  • the rights and remedies available to the non-defaulting party upon default by either the purchaser or the seller.
• This template is available as a downloadable MS Word file.

Should your company shareholder agreement include a shotgun clause? This article discusses these types of provisions from an owner-manager's perspective.

What is a "shotgun clause"?

A 'shotgun clause' or 'buy-sell clause' is a clause in a shareholder agreement which provides that if a shareholder wants to pull their investment out of the company, they can force the other shareholders to buy their shares.

Benefits and risks of a shotgun provision

The selling shareholder sets the price and the terms of sale, and the remaining shareholder(s) decide whether to accept the sale on that basis. In theory, a shotgun clause provides a fair mechanism for shareholder departure, due to the fact that the seller does not know whether or not the price and terms will be accepted. Therefore they must be reasonable in setting the price and terms.

In practice, however, a selling shareholder often tries to use the shotgun clause to their advantage, which can result in the receiving shareholder(s) turning to arbitration or the courts to settle the matter.

Practical limitations of shotgun clauses

The article discusses the limitations on shotgun clauses, and how to use them properly in your shareholder agreement.

Alternative methods of shareholder breakups

The writer discusses other methods of no-fault corporate divorce that can be used instead of a shotgun provision, such as drag-along, tag-along clauses, right of first refusal options, and auction or bidding processes.

Author Credit

This article was written by Phil Thompson, business lawyer and corporate counsel in Ontario, Canada.

Request a replacement share certificate for one that has been lost or destroyed with this Statutory Declaration form for Canadian shareholders.

• The Declaration must be made by the shareholder in front of a Commission for Oaths or a Notary Public, and sent to the secretary of the corporation to request a new certificate in replacement of the missing one.
• This form is available as a downloadable and fully editable MS Word file.
• Intended for use only in Canada.

Set out the provisions for dealing with the shares of a departing or deceased shareholder in this Stock Buy-Sell / Redemption Agreement for USA corporations.

• The Agreement clarifies the procedure the corporation must follow for repurchasing or redeeming a departing or deceased shareholder's stock holdings.
• Payment is secured by a promissory note and may be made over time.
• The corporation may not declare or pay dividends, reorganize, merge, consolidate, sell any of its material assets, or increase the salary of any key employee or officer while any portion of the redemption price remains unpaid.
• The departing shareholder must resign as a director and/or officer upon closing of the share purchase.
• This template is available as a MS Word download and is fully editable to fit your specific circumstances.
• Intended to be used by companies incorporated in the United States.

Transfer the assets of a dissolving Canadian corporation to its shareholders with this Transfer Agreement on Dissolution of Corporation.

• Upon the dissolution of the corporation, title to the assets is transferred jointly to the shareholders.
• The shareholders undertake joint and several responsibility for the corporation's debts and obligations.
• Any contract that the corporation is party to, which is not assigned to the shareholders, will be held in trust and performed by the corporation on behalf of the shareholders.
• The Agreement contains a power of attorney clause, appointing one of the shareholders as the corporation's attorney to sign documents, transfer property, etc. The appointment is coupled with an interest and will not be revoked.
• This is a fully editable MS Word template.
• Intended for use only in Canada.

Learn about the types of events which trigger a sale of shares under a Unanimous Shareholder Agreement, and the methods used to implement the sale.

• Triggering events include:
  • right of first refusal;
  • default buy-sell;
  • shotgun or forced sale;
  • transfer on death.
• Available as a PDF download.