Buy-Sell Provisions for Shareholder Agreement

These optional buy-sell provisions can be inserted into a Shareholder Agreement to provide for the purchase and sale of shares among the shareholders of a company.

  • The remaining shareholders have right of first refusal to purchase a departing shareholder's shares.
  • Any buy-sell offers made during the notice period are irrevocable.
  • The purchase price must be paid in full on closing.
  • These Shareholder Agreement Buy-Sell Provisions are generic (not country-specific) and can be used in many jurisdictions.
  • Available as a downloadable MS Word file.
Document Type: Microsoft Word
Last Updated: 02-November-2024
SKU: 332
$6.29
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Picture of British Columbia Shareholder Buy-Sell Agreement

British Columbia Shareholder Buy-Sell Agreement

Set out in writing how the shares of a departing or deceased shareholder in a BC company will be dealt with in this Shareholder Buy-Sell Agreement.

  • This Buy-Sell Agreement is for a corporation with two equal shareholders.
  • The template includes provision for a mandatory (shotgun) buy-sell notice from a departing shareholder to the remaining shareholder.
  • If a shareholder dies, the surviving shareholder must purchase the interest of the deceased shareholder.
  • Each shareholder holds life insurance policies on the other shareholder. The insurance proceeds may be applied to the purchase of the deceased's shares by the survivor.
  • Available in MS Word format.
  • Intended to be used only in the Province of British Columbia, Canada.
$19.99
Picture of Criss-cross Shareholder Buy-Sell Agreement | Canada

Criss-cross Shareholder Buy-Sell Agreement | Canada

Have you started succession planning for your business? Ensure continuity of ownership and management with this Criss-Cross Shareholder Buy-Sell Agreement for Canada.

  • The Buy-Sell Agreement provides for the purchase of one shareholder's interest by the other shareholder upon the death of the first shareholder.
  • The purchase is made by a method called the 'criss cross' method. That means that each shareholder holds a life insurance policy on the other shareholder, and the deceased shareholder's shares are purchased using the proceeds of the life insurance.
  • This is a fully editable legal form in MS Word format which can be customized to fit your circumstances.
  • Governed by Canadian tax laws and ntended to be used only in Canada.
$29.99
Picture of Criss-Cross Shareholder Buy-Sell Agreement with Trustee | Canada

Criss-Cross Shareholder Buy-Sell Agreement with Trustee | Canada

Ensure the continuity of ownership and management of your company, even if one of the owners dies, with this Shareholder Buy-Sell Agreement for Canadian businesses.

  • The shareholders have appointed a trustee for the purpose of holding life insurance policies on each shareholder in trust to the benefit of the other shareholders.
  • If a shareholder dies, the trustee, on behalf of the surviving shareholders, will purchase the deceased's shares in the company using the proceeds of the life insurance.
  • This is a fully editable legal form in MS Word format which can be customized to fit your circumstances.
  • Governed by Canadian tax laws and ntended to be used only in Canada.
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Picture of Shareholder Buy-Sell Agreement - Hybrid Method | Canada

Shareholder Buy-Sell Agreement - Hybrid Method | Canada

The Canada Shareholder Buy-Sell Agreement (Hybrid Method) is an option that Canadians can consider to put a succession plan in place for the continuity of their small business.

  • This type of buy-sell agreement is known as a 'hybrid' buy-sell.
  • Under this Agreement, the corporation holds life insurance policies on each of the shareholders.
  • Upon a shareholder's death, the corporation will collect the insurance proceeds, and use the proceeds to fund the purchase of the deceased shareholder's shares by any of the surviving shareholders who are interested, on a pro rata basis (proportional to their existing shareholdings).
  • Any unpurchased shares will be redeemed by the corporation.
  • The corporation will make an election for a deemed dividend to be paid from the capital dividend account if possible.
  • The Agreement is governed by Canadian income tax laws.
  • This legal contract form is available in MS word format and is fully editable.
$29.99
Picture of Shareholder Buy-Sell Agreement (Promissory Note Method) | Canada

Shareholder Buy-Sell Agreement (Promissory Note Method) | Canada

Plan ahead for the continuation of your business upon the death or retirement of an owner with this Shareholder Buy-Sell Agreement (Promissory Note Method) for Canadian companies.

  • The corporation will hold life insurance policies on each of the shareholders and use the proceeds to redeem and acquire its own shares from a deceased shareholder's estate.
  • If a shareholder dies, the surviving shareholders can purchase the deceased's shares on a pro rata basis (proportionate to their current shareholdings) by issuing the corporation a promissory note for the purchase price.
  • The corporation will loan the purchaser the amount of the purchase price from the insurance proceeds, and then makes an election for a deemed dividend to be paid from the capital dividend account if possible.
  • This is a fully editable legal form in MS Word format which can be customized to fit your circumstances.
  • Governed by Canadian tax laws and ntended to be used only in Canada.
$29.99
Picture of Shotgun Buy-Sell Provisions for Shareholder Agreement

Shotgun Buy-Sell Provisions for Shareholder Agreement

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.
$6.29
Picture of Sole Proprietorship Buy-Sell Agreement

Sole Proprietorship Buy-Sell Agreement

Succession planning is vital to the survival of small businesses. This Sole Proprietorship Buy-Sell Agreement can help ensure the continuity of yours.

  • The Agreement is between the owner of a sole proprietorship and an employee who wants to purchase the business when the owner dies, as both parties want the business to continue to exist.
  • On the death of the proprietor, the executor or administrator of the estate will sell the business to the employee.
  • The employee will finance the purchase through proceeds of a life insurance policy on the life of the proprietor.
  • The purchase will include all real property, accounts receivable and other assets of the business.
  • The parties will jointly determine the value of the business at the end of each fiscal year.
  • This is a generic legal contract template which does not contain specific references to the laws of any country and can be used in most common law jurisdictions.
$17.99
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Make provision for determining the fair market value of shares with this downloadable Valuation of Shares clause for a Shareholder Agreement.

  • The clause sets out the process by which the fair market value (FMV) of the shares will be arrived at in the event that the shareholders cannot agree, following a triggering event which has affected the FMV of the shares.
  • This form is provided in MS Word format and is fully editable.
  • This clause is generic (not country-specific) and can be used in many jurisdictions.
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This Right of First Refusal clause can be inserted into a Shareholder Agreement to govern how a shareholder disposes of its shares.

  • If a shareholder receives an arm's length offer from a third party to purchase its shares, the selling shareholder must give the other shareholders a right of first refusal to buy the shares before selling them to the third party.
  • The clauses are downloadable and customizable.
  • These generic clauses can be used in any common law country.
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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.
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Picture of Drag Along, Tag Along Clause for Shareholder Agreement

Drag Along, Tag Along Clause for Shareholder Agreement

This drag along, tag along clause can be inserted into a shareholder agreement to govern how the sale of shares from a shareholder to an arm's length third party must be conducted.

  • The share purchase agreement must include an offer by the buyer to purchase a pro rata share of the other shareholders' shares on the same terms and at the same time.
  • The terms apply to arm's length transactions only. The clause contains a definition of which parties are not considered arm's length.
  • A Drag Along, Tag Along Clause is an exit strategy that protects the rights of minority shareholders while at the same time giving majority shareholders a means to force other investors to exit at the same time.
  • Available in MS Word format.
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Triggering Events for Share Sales in Shareholder Agreements

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.
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