Legal Forms

Under Canadian corporations laws, the shareholders of a corporation must elect or appoint the directors. Use this easy template to prepare the required Shareholders Resolution.

• By passing the Resolution, the shareholders appoint the directors for the ensuing year.
• Each director being appointed must consent to act in that capacity. This template also contains a Consent to Act form to be signed by each of the incoming directors.
• You can re-use this downloadable form each year at the annual meeting of shareholders. Buy it, save it as a template, and prepare it for signature.
• This form can be used by federal corporations and by companies incorporated under any provincial Business Corporations Act except Quebec. English language version only.

Authorize the voluntary dissolution of a Canadian corporation with this downloadable Special Resolution of the Shareholders.

• The shareholders authorize the directors to take all steps necessary to voluntarily dissolve the corporation.
• The directors are instructed to discharge all of the corporation's liabilities and distribute the assets.
• This template can be used by any company incorporated under a Business Corporations Act, whether federally or provincially. This form may not be valid in Quebec.
• You cannot use this form for an involuntary dissolution.
• This is a downloadable MS Word document which can be modified to fit your specific circumstances.

Authorize the reduction of the stated capital of a Canadian corporation's shares with this Special Resolution of the Shareholders.

• The corporation intends to make a distribution to the shareholders, which does not exceed the current stated capital amount of the shares.
• The shareholders resolve to reduce the stated capital amount prior to the proposed distribution.
• The directors may revoke the Special Resolution without further approval.
• This Resolution template can be used by any company incorporated across Canada under a Business Corporations Act, whether federally or provincially. This form may not be valid in Quebec.
• Available in MS Word format.

If you use beta testers to test and evaluate shareware products, you need this Shareware Evaluation License to protect your rights in the software.

What is the purpose of this license form?

In order to preserve your ownership of the software and protect against users infringing on your intellectual property rights, make sure that all beta testers who have access to your software read and acknowledge - in writing - the terms of this software license.

Scope of License

The software developer grants the beta tester a limited time license to use and test a shareware application, strictly for evaluation purposes.

The form includes an "as is" limited warranty and limitation of liability clause, to protect the software developer against claims for damages.

Format and Jurisdiction

This Shareware Evaluation License is a downloadable MS Word template. It is fully editable and can be easily customized to fit your unique needs. Buy the form once, use it as often as you require.

This is a generic software license which can be used anywhere.

Download this free copy of the Last Will of Shoeless Joe Jackson (1888-1951).

• Joseph Jefferson "Shoeless Joe" Jackson was an American baseball player who played Major League Baseball in the early part of the 20th century.
• He is notoriously remembered for his part in the "Black Sox" Scandal, when members of the 1919 Chicago White Sox participated in a conspiracy to fix the World Series. As a result of that participation, he was banned from playing professional baseball after the 1920 season.
• Joe got his nickname 'Shoeless' when he was playing for Greenville. He bought a new pair of spikes which gave him blisters that hurt his feet so much, he took them off and played in his sock feet. It was the only game he ever played without his shoes, but he would forever be known as "Shoeless Joe," a nickname he did not like.
• Jackson, who played left field for most of his career, currently has the third highest career batting average. Babe Ruth claimed that he modeled his hitting technique after Jackson's.
• Jackson still holds the White Sox franchise records for triples in a season and career batting average.
• He was immortalized in the Kevin Costner film "Field of Dreams".

If you and your ex-spouse have agreed on how to deal with issues surrounding the care and well-being of your children, put it all in writing with this U.S. Short Form Custody Agreement.

• The Custody Agreement deals with the following issues:
  • custody of the children,
  • access by the non-resident parent,
  • medical and dental care,
  • respect for the absent parent by the resident parent (e.g. no derogatory remarks, comments, etc).
• Provided in MS Word format and fully editable to fit your circumstances.
• Intended to be used only in the United States.

Use this downloadable short form Stock Redemption Agreement template to redeem shares in a U.S. business corporation. 

The Stock Redemption Agreement outlines the terms under which the corporation will buy 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.

Protect your business and create a clear path for resolving shareholder disputes with this professionally drafted Shotgun Buy-Sell Provision Template for shareholder agreements.

This ready-made legal template allows shareholders of a private corporation to establish a fair and structured process for buying or selling shares when disagreements, deadlocks, or exit situations arise.

A properly drafted shotgun clause can help avoid costly litigation, business disruption, and uncertainty by providing a defined mechanism for one shareholder to purchase another shareholder’s interest — or be required to sell their own shares on the same terms.

Designed for business owners, corporations, entrepreneurs, investors, and legal professionals, this customizable template is available as an easy-to-download and fully editable MS Word document.

What Is a Shotgun Buy-Sell Provision?

A shotgun buy-sell provision — sometimes called a shotgun clause or shotgun buyout clause — is a common mechanism used in shareholder agreements to resolve disputes or facilitate shareholder exits.

Under a typical shotgun provision:

1. One shareholder offers to purchase the shares owned by another shareholder at a specified price and on specified terms.

2. The receiving shareholder must either:

• • accept the offer and sell their shares, or
  • purchase the offering shareholder’s shares at the same price and on the same terms.

This process creates a strong incentive for fairness because the shareholder making the offer may ultimately become either the buyer or the seller.

Why Use a Shotgun Clause in a Shareholder Agreement?

A well-drafted shotgun buy-sell provision can help business owners:

• resolve shareholder deadlocks,
• provide a clear exit strategy,
• reduce the risk of litigation,
• establish a fair valuation process,
• protect minority and majority shareholders,
• avoid prolonged business disputes,
• preserve business continuity,
• facilitate business succession planning, and
• create certainty for investors and partners.

Without a properly drafted buy-sell mechanism, shareholder disputes can become expensive, time-consuming, and damaging to the corporation.

What Is Included in This Shotgun Buy-Sell Provision Template?

This comprehensive template sets out the key legal and procedural terms commonly required in a shareholder buyout arrangement, including:

Offer Procedures

• How a shareholder may initiate the buy-sell process
• Notice requirements
• Timing and delivery procedures

Purchase and Sale Terms

• Share purchase pricing provisions
• Payment terms and closing procedures
• Conditions applicable to the transaction

Rights and Obligations of Shareholders

• Rights of the offering shareholder
• Rights of the responding shareholder
• Obligations of both purchaser and seller

Remedies on Default

• Remedies available if either party fails to complete the transaction
• Enforcement rights
• Consequences of default

Share Transfer Provisions

• Transfer restrictions
• Closing mechanics
• Documentation requirements

Who Can Use This Template

• Small business corporations
• Incorporated businesses
• Startups
• Family-owned companies
• Professional corporations
• Private investors
• Joint venture partners
• Legal and corporate advisors

Benefits of This Downloadable Template

1. Professionally Drafted. This legal template was prepared in clear legal language suitable for business and corporate use. It was drafted by human legal professionals, not by AI tools.
2. Fully Editable. The document is available in MS Word format. You can easily customize the document to meet the needs of your corporation and shareholders.
   
   
3. Instant Download. Access your template immediately after purchase. Download additional copies from your account profile at any time.
   
   
4. Time- and Cost-Effective. Avoid the need of drafting a shareholder buy-sell clause from scratch, save on costly legal fees.

Frequently Asked Questions

Q. What is the purpose of a shotgun clause?

A. A shotgun clause provides a mechanism for resolving disputes or ownership issues between shareholders by forcing either a purchase or sale of shares under the same terms.

Q. Is a shotgun provision legally enforceable?

A. In many common law jurisdictions, properly drafted shotgun clauses are generally enforceable when the procedures are strictly complied with.

Q. Can this template be customized?

A. Yes. The template is fully editable in MS Word format so you can modify pricing terms, timelines, procedures, and other provisions.

Q. Who should use a shotgun buy-sell provision?

Business owners, corporations, partnerships, startups, family businesses, and shareholders who want a structured process for handling shareholder / partner exits or disputes.

Q. Does this template replace legal advice?

This template provides a strong starting point for preparing a shareholder agreement provision, but legal advice may still be appropriate depending on your circumstances. If you have any concerns, consult your corporate legal counsel.

Download Your Shotgun Buy-Sell Provision Template Today

Create a clear and effective shareholder buyout mechanism with this professionally drafted Shotgun Buy-Sell Provision Template.

Download the editable MS Word document today and help protect your corporation, shareholders, and long-term business interests with a proven shareholder dispute resolution strategy.

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.

Software developers, package your products with a customized Shrinkwrap Software End User License Agreement which you can create with this easy-to-use EULA template.

• The developer grants a nonexclusive license to an end user which allows them to use the enclosed software product on a single computer.
• Copying, reverse engineering, duplication or modification of the software are not allowed.
• This is a generic software license which can be used anywhere.
• The Shrinkwrap Software EULA (End User License Agreement) form is available as a MS Word template which can be easily customized to meet your needs. It can be printed for enclosure with physical media or included with the download materials for downloadable products.