Legal Forms

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.

• 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.
• 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.
• The procedure for avoiding deadlock in votes is set out.
• The template also includes non-competition and confidentiality clauses.
• Every corporation with more than one shareholder should have a Shareholder Agreement in place.
• Available in MS Word format.
• 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.

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.