Legal Forms

Discover the legal and practical issues you need to consider when entering into a shareholder agreement with this Shareholder Agreement Guide and Checklist for Canadian companies.

• Topics in the Guide include:
  • how to avoid misunderstandings between shareholders;
  • distribution of profits;
  • decision-making;
  • exit strategies;
  • employee shareholders;
  • default by a shareholder;
  • disability or death;
  • loss of shareholder control.
• Available as a PDF download.
• This checklist was created for use in Canada.

Set restrictions on transfers of shares in a U.S. corporation with this Shareholder Agreement, with a Certificate of Agreed Value.

• Before offering shares to any other party, a shareholder must first offer them to the corporation.
• The corporation is obligated to purchase a shareholder's shares if the holder dies or becomes incapacitated, bankrupt, makes an assignment for the benefit of creditors, or if the shares are attached.
• The purchase value of the shares is determined by a certificate of agreed value signed by all of the shareholders and filed with the corporation.
• If the certificate of agreed value is older than 2 years, the book value of the shares will be used, as determined by the corporation's accountants.
• The USA Shareholder Agreement with Certificate of Agreed Value is a digital download that you can easily customize to fit your exact requirements.

Prepare a Shareholder Agreement that describes how community property laws will apply to the spousal interest of a shareholder's spouse with this template form for USA profit corporations.

• The sale of shares by a shareholder will include the spousal interest.
• Provisions for put and call options to deal with disposition of the shares held by a departing shareholder.
• Provisions for Subchapter S election.
• The downloadable template includes a Spousal Consent form by which a shareholder's spouse agrees to bequeath all his/her interest in the shares to the shareholder.
• This form of Shareholder Agreement is ideal for corporations formed in any community property state.
• Available in MS Word format. Download the file and customize it to fit your company's needs.
• Intended to be used only in the United States.

A Shareholder Agreement protects the interests of a corporation's shareholders and minimizes the risks of share ownership. This Canadian template contains a buy-sell or "put" option.

• This is a Canadian legal form which can be used anywhere in Canada except Quebec.
• The Shareholder Agreement establishes the obligations of the shareholders and the corporation to each other, and sets out any restrictions on share transfers or the issue of new shares.
• The remaining shareholders have a right of first refusal to acquire the shares of a departing shareholder, before the shares can be offered to a third party.
• A departing shareholder also has a buy-sell or 'put' option, which would require the remaining shareholders to purchase his/her shares. The put option is available only after the departing shareholder has been unsuccessful in finding a third party purchaser for a period of 6 months.
• The template contains buy-sell options for both an assured buy-out and a mandatory or 'shotgun' buy-sell.
• If a shareholder dies, the surviving shareholders have the option to buy the deceased shareholder's shares, failing which they must be purchased by the corporation.
• The Shareholder Agreement can serve to avoid unnecessary conflict by having the owners agree on management issues and exit strategies at the outset.

When a Board member resigns in between annual meetings, a special shareholder meeting is held to appoint a successor. Download this package of forms to prepare for that meeting.

• This package includes the forms required for the shareholders of a Canadian corporation to accept the resignation of a departing director and appoint a successor to fill the resulting vacancy on the board:
  • Notice of Special Shareholders Meeting: The Notice must be sent to each of the corporation's shareholders who are entitled to attend the special meeting, in accordance with the notice requirements set out in the company's bylaws and the applicable provincial laws;
  • Template set of Minutes of Meeting, which can be filled in after the conclusion of the meeting.
• You can use this package of forms for federal corporations as well as Alberta, Saskatchewan, Ontario and any other province or territory that has enacted a Business Corporations Act.
• The documents are provided in MS Word format and can be used as often as required.

Prepare an Appointment of Proxy form for a meeting of the shareholders of a Canadian corporation with this easy-to-use template.

• The proxy form should be filled out and returned to the corporate secretary by any shareholder who is unable to personally attend the meeting.
• The person named in the proxy can act on behalf of the shareholder and vote the shares in the manner indicated in the proxy form.
• This form can be used for annual general meetings and special meetings of the shareholders.
• This template form is available in MS Word format.
• The Appointment of Proxy form can be used in most Canadian provinces and territories.

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.

The shareholders of a U.S. corporation can approve the company's dissolution using this template Shareholder Resolution.

• Shareholders must consent to dissolve the corporation as a prerequisite for the dissolution.
• This free template Resolution is available in MS Word format.
• Intended for use only by profit corporations formed in the United States.

Prepare a special resolution of shareholders to remove the auditor of a corporation with this easy template form for Canadian companies.

• In accordance with the company's bylaws, the shareholders can pass a special resolution to remove the current auditor from office.
• A replacement auditor is appointed to serve until the next annual meeting.
• The resolution must be signed by all of the shareholders, including those who do not hold voting shares.
• If your company is planning to change its auditors you need this downloadable Special Shareholder Resolution form.
• This template can be used in any province or territory of Canada which has a Business Corporations Act in effect.

Prepare shareholder resolutions to authorize borrowing against a corporation's assets with these template Shareholder Resolutions for U.S. corporations.

• The package contains two resolutions:
  • The first resolution authorizes the company to borrow money against its accounts receivable.
  • The second resolution authorizes the company to borrow against its equipment and inventory.
• Both forms come in one downloadable file. Re-use them as often as your company requires.
• These Shareholder Resolutions authorizing corporate borrowing can be used by any profit corporation incorporated anywhere in the United States.