Legal Forms

Escrow shares issued under a private placement in Canada with this downloadable template agreement.

• The agreement is between a purchaser of shares, the issuing corporation and the escrow agent (trustee).
• The issuer is lending the purchaser part of the purchase price for the shares.
• The purchaser then pledges the shares as security for repayment of the loan and places them in escrow with the trustee.
• This is a Canadian legal document that can be used in any province of Canada except Quebec.
• The form is available as a MS Word template and can be modified to fit your exact needs.

Issue new shares to shareholders in exchange for their existing shares with this downloadable template for Canadian corporations.

• A share exchange of this nature is done as part of a corporate reorganization.
• The parties to the Share Exchange Agreement are the corporation and all of the shareholders.
• The shareholders agree to exchange their existing shares for new shares of a particular class following the reorganization.
• The template also includes Directors and Shareholders Resolutions which are required to authorize the share exchanges.
• Intended to be used only by corporations incorporated in Canada.

Exercise your option to purchase option shares from a corporation with this free Share Option Exercise form.

• This form can be used by any person or firm which is entitled to purchase shares under a stock option plan.
• The optionee must complete and present the form to the company, along with payment for the shares.
• This is a free downloadable form in MS Word format.

Sell your shares in a Canadian company and transfer a shareholder loan to the purchaser with this Purchase Agreement for Shares and Promissory Note.

• The vendor represents to the buyer that it owns the shares and has the legal right and authority to transfer them.
• Upon payment of the cash to close, the vendor will transfer title to the shares over to the purchaser.
• The vendor also transfers a promissory note from the corporation for a shareholder loan owing to the vendor.
• The vendor relinquishes any further interest or right to repayment under the promissory note.
• Available in MS Word format.
• Intended to be used only in Canada.

Prepare a Share Purchase Agreement with Vendor Take-Back Provisions with this template form for Canadian corporations.

• A portion of the share purchase price will be paid by the purchaser to the vendor over time, secured by a promissory note.
• If the purchaser defaults, the promissory note will become due and the vendor may take back ownership of the shares (this is called vendor take-back).
• If the purchaser postpones consecutive payment, the second postponement will incur a late payment fee.
• The vendor's accountants will prepare closing financial statements.
• The purchaser must provide personal and corporate guarantees.
• The corporation's income taxes will be allocated between the parties in accordance with the closing.
• This Share Purchase Agreement with Vendor Take-Back Provisions is available as a fully editable MS Word document.
• This is a Canadian legal document.

Acquire all the shares of a Canadian corporation with this Share Purchase and Loan Agreement.

• The purchaser agrees to purchase the shares and to loan the corporation enough funds to pay out existing loans to shareholders or other related parties.
• The purchaser and the vendor mutually indemnify each other against any claims arising due to any breach or misrepresentation.
• The vendor also indemnifies the purchaser against claims arising from the business and operations of the company prior to the closing of the transaction.
• The corporation warrants that there are no outstanding options, agreements or warrants to purchase its shares.
• This legal form template is available in MS Word format and is fully editable to meet your business needs.
• Governed by Canadian laws and intended for use only in Canada.

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.

Subscribe for shares in a Canadian private company with this free Subscription for Shares form.

• The subscriber must complete the form and tender it to the corporation's registered office, along with payment for the shares.
• This form is to be used whenever new shares are issued, whether to an existing shareholder or to a new shareholder.
• The original signed subscription forms must be kept in the corporation's Minute Book with all other shareholder records.
• This free form is in MS Word format and can be easily downloaded, filled in and printed.
• Intended to be used only in Canada.

Set out how the shares of an Australian corporation are to be transferred or sold under this customizable Australia Shareholder Agreement.

Why does my company need a shareholder agreement?

Every corporation with more than one shareholder should have a shareholder agreement in place. A shareholder agreement sets out the rights, responsibilities and obligations of the shareholders to each other and to the company.

Key Provisions

• Transfers of shares. 
• Procedure for avoiding deadlock in votes.
• Non-competition and confidentiality clauses.
• Matters requiring majority vote.

Right of First Refusal Provisions

• Each shareholder has a right of first refusal to purchase any shares being disposed of by the other shareholder(s) before the shares can be offered to third parties.
• Shareholders not wishing to exercise their right of first refusal can transfer a pro rata share of the offered securities to the other remaining shareholders.
• The shareholders also have a right of first refusal to purchase new securities being issued by the corporation.

Call Option

If a shareholder is in default (as defined in the agreement), the other shareholders have a call option. In other words, they have the option to purchase the defaulting shareholder's shares at fair market value.

Format and Jurisdiction

This Shareholder Agreement template is provided in MS Word format and is fully customizable. It is governed by Australian law and is intended to be used only within Australia.

Research the issues you need to consider when preparing a shareholder agreement for your company with this Shareholder Agreement Checklist, which covers:

• The share capital of the corporation.
• Composition and powers of the board of directors.
• The corporation's dividend policy.
• Circumstances when additional shareholder capital may be required.
• Procedures for issuing new shares and transferring existing shares.
• Buy-sell provisions governing departing shareholders.

A shareholder agreement is an important legal document for the corporation and its investors. Use the Checklist to make sure you don't leave out any essential items, then purchase the right Shareholder Agreement to suit your needs.