CANADA

Equalize the capital contributions of each of the shareholders of an Alberta corporation with this Share Capital Equalization Agreement.

• The intent of the Agreement is that both of the shareholders will end up with half of the issued shares.
• The contributing shareholder will make equal yearly instalment payments to the other shareholder for a proportionate number of shares, to bring his/her shareholdings up to 50% of the corporation's issued shares.
• The shares will be held in trust until all payments are made, at which time the additional shares will be released to the contributing shareholder.

Every corporation with more than 1 shareholder should have a shareholder agreement in place, like this Unanimous Shareholder Agreement for Alberta corporations.

• A shareholder may transfer its shares to an affiliate provided that the affiliate agrees to be bound by the terms of the Agreement. If the affiliate ceases to be an affiliate, the shares will be transferred back to the original shareholder.
• If shareholder guarantees are required to secure the corporation's debt, each shareholder will provide its guarantee for a proportionate share in relation to his/her shareholdings. If a shareholder disposes of his interest in the corporation, the corporation will use best efforts to release and discharge his guarantee.
• The corporation has a right of first refusal to purchase the shares of any shareholder wishing to dispose of his shareholdings. The founding shareholders have a right of second refusal, and the other shareholders have a right of third refusal.
• Provisions for shot-gun buy-sell offers.
• Provisions for a call by the other shareholders if a shareholder becomes involved in a divorce or matrimonial property settlement.
• Provisions for a buy-sell upon the death or disability of a shareholder.
• Provisions for a call by the corporation if a shareholder ceases to be employed or contracted by the corporation.

The Alberta Unanimous Shareholder Agreement template can be easily customized for your exact needs. Download yours today.

Use this handy Checklist and Planning Guide for Annual Meetings and Special Shareholder Meetings to assist you with the preparation and planning required for a variety of corporate meetings.

• This guide deals with:
  • annual meetings of a corporation's directors and shareholders,
  • special shareholder meetings,
  • other corporate meetings and special events.
• This guide was written to assist those persons who are planning and preparing for a corporate meeting for the first time, and to prompt new ideas for the experienced meeting planner.
• Available as a free PDF download.

This Equalization Agreement sets up a process by which a shareholder in a BC company who owns less than 50% of the company can contribute more capital so that both owners have the same amount of equity.

• The contributing shareholder will make installment payments to the other shareholder to buy up the number of shares required to bring his/her shareholdings up to 50% of the corporation's issued shares.
• The shares will be held in trust until all payments are made.
• Once all of the required capital has been paid in, the additional shares will be released to the contributing shareholder.

The British Columbia Share Capital Equalization Agreement is a downloadable digital template which can be personalized for your specific corporate requirements.

Sell your shares in a BC corporation to a purchaser with this template British Columbia Share Purchase Agreement.

• If the purchaser resells any of the shares within 180 days for a per share price greater than the purchase price of the shares under the Agreement, the purchaser will pay the vendor an additional cash amount.
• The vendor gives standard representations and warranties with respect to the corporation's status, financial position, and the shares.
• The purchaser gives standard representations and warranties with respect to its status, financial position and authority to enter into the Agreement.
• The Agreement contains an optional provision under which the purchaser covenants to change the name of the corporation. You may want to include this if the purchaser is buying the entire business, unless they are going to continue business operations under the current name.
• Both parties covenant to keep all information about the corporation and the transaction confidential.
• This legal contract template is a fully editable MS Word document.
• Intended for use only in the Province of British Columbia, Canada.

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.

Use this downloadable template to prepare a Declaration of Mailing regarding the sending of notices for an upcoming annual meeting of shareholders of a Canadian corporation.

The Declaration contains the following information:

• the date, time and place on which the shareholder meeting will be held, and
• the date on which the notices were mailed, in accordance with the applicable legislation under which the corporation was incorporated.

This Canada Declaration of Mailing form is in MS Word format and is fully editable. It can be used for a federal corporation and in any province which has a Business Corporations Act.

Declare a capital dividend for a Canadian business corporation with this template Directors Resolution form.

• For tax purposes, it's important that all resolutions are properly passed and actions taken at the correct times.
• The Board of Directors declares the capital dividend on a specific class of shares.
• The corporation makes an election under Section 85 of the Income Tax Act (Canada). The dividend does not become payable until the election is made.
• This form can be used by business corporations incorporated under a Business Corporations Act throughout Canada.

Pass a motion for a cash call on the shareholders of a Canadian corporation with this template Directors Resolution to Authorize Shareholder Cash Call.

• A cash call would be necessary to finance the corporation's operations if its current financial status makes it difficult or impossible to obtain conventional financing from a bank.
• The Board of Directors resolves to go to the shareholders to request an influx of operating capital.
• This is a downloadable and fully editable Microsoft Word form.
• The Resolution template can be used in any Canadian jurisdiction with a Business Corporations Act.

Declare a safe income dividend for shareholders of a Canadian corporation with this downloadable Directors Resolution template.

• The corporation's directors declare a 'safe income' dividend pursuant to the Income Tax Act (Canada) on a specified class of shares.
• Payment of the dividend is conditional upon the shareholders' undertaking to repay their pro rata share of the dividend if the total cumulative dividend exceeds the 'safe income' as determined by the corporation's accountants.
• Intended for use only in Canada.

Prepare a Resolution of the Directors of a Canadian corporation declaring dividends on shares with this ready-made template.

• The dividend is payable to the holders of a particular class of shares.
• The form is fully editable and can be customized for any province in Canada which has a Business Corporations Act.
• This is a free downloadable corporate form in MS Word format.

Prepare documentation for a shareholder who has lost their share certificate with this Shareholder Certification and Indemnity form for Canadian corporations.

• The shareholder certifies that the original certificate for shares issued in the shareholder's name is missing, and requests a replacement certificate.
• The shareholder indemnifies the corporation against any claims with respect to the loss and reissue of the share certificate.
• The form also includes a Resolution of the Directors authorizing the issuance of a replacement certificate.
• This indemnity form is available in MS Word format.
• Intended for use only in Canada.

Put together an Information Circular for a shareholder meeting for a Canadian corporation with this customizable template.

• The circular must be distributed to the shareholders of a corporation prior to a shareholder meeting.
• It sets out details of all the business to be dealt with at the meeting.
• It also describes the procedure for appointing a proxy, for shareholders who are unable to attend in person but still wish to vote.

The Canada Information Circular for Shareholder Meeting gives the shareholders a chance to review and consider the matters to be put before the meeting. Download a copy and prepare for your next shareholder meeting.

Minority Shareholder Rights in Ontario Private Companies is a 20-page paper that examines and clarifies the rights and protection afforded to minority shareholders of private companies under the Ontario Business Corporations Act.

• The paper was written by an Ontario corporate lawyer who is an expert in the area of shareholder rights.
• Each of the relevant sections of the Business Corporations Act is discussed, with an explanation of its terms and what it means to you as a shareholder.
• This paper is provided in MS Word format, and is copyrighted by the author.

Equalize the capital contributions of each of the shareholders of a Nova Scotia corporation with this Share Capital Equalization Agreement.

• The intent of the Agreement is that both of the shareholders will end up with half of the issued shares.
• The contributing shareholder will make equal yearly instalment payments to the other shareholder for a proportionate number of shares, to bring his/her shareholdings up to 50% of the corporation's issued shares.
• The shares will be held in trust until all payments are made, at which time the additional shares will be released to the contributing shareholder.
• Available in MS Word format, fully editable to fit your specific circumstances.
• Intended to be used only in the Province of Nova Scotia, Canada.

Sell shares in a Nova Scotia corporation to a purchaser with this short form Share Purchase Agreement.

• The vendor will continue to hold the shares until all conditions are met, including payment of the purchase price.
• Once the share purchase price is fully paid, the shares will be transferred to the purchaser.
• The template is fully editable so you can customize it with the specific terms and conditions you want.
• Intended for use only in the Province of Nova Scotia, Canada.

Prepare for an annual shareholder meeting of an Ontario business corporation with this package of forms.

The package contains documents which must be sent to each of the shareholders in preparation for the annual general meeting. The forms included in the package are:

1. A template cover letter;
2. Notice of Annual Meeting;
3. Meeting Agenda;
4. Solicitation of Proxy form;
5. Declaration of Mailing Notice, to be completed by the corporate secretary or other officer who mailed the documents.

This Ontario Annual Shareholder Meeting Forms Package is available in MS Word format.

Prepare Directors Resolutions to redeem shares of an Ontario business corporation with this package of template forms which contains:

1. a Directors Resolution setting the redemption price of a certain class of shares,
2. a Directors Resolution redeeming specified shares,
3. a Notice of Redemption.

This package of Directors Resolutions to Redeem Shares comply with the Business Corporations Act (Ontario).

Secure repayment of a loan from a shareholder to a corporation with this Ontario Security Agreement for Shareholder Loan.

• The corporation (as borrower) grants the secured party (a trustee for the shareholders) a security interest over the borrower's corporate assets, in order to secure its current or future indebtedness to its shareholders for shareholder advances, stock dividends or other obligations.
• The secured party holds the security interest in trust for the shareholders and may release all or part of the secured collateral as it sees fit.
• The borrower is restricted from selling, transferring, leasing or otherwise disposing of any of the collateral forming the security.
• This legal agreement template is available as a fully editable Microsoft Word document.
• Intended for use only in the Province of Ontario, Canada.

Equalize the capital contributions of the shareholders for an Ontario corporation with this Share Capital Equalization Agreement.

• This agreement is for a company with two shareholders, one of whom has invested more capital than the other, with the intent being that each of them will end up with 50% shareholdings in the company.
• To do that, the contributing shareholder will make regular installment payments into his/her capital account to purchase a proportionate number of shares.
• The shares will then be held in trust until all the equalization payments are made.

You can download the Ontario Share Capital Equalization Agreement immediately after purchase.

Sell the shares of an Ontario corporation and transfer any existing shareholder loans with this Share Purchase and Assignment Agreement.

• The seller sells its shares and assigns the balance of shareholder loans still outstanding over to the buyer, who is taking over the business of the company.
• The purchase price will be allocated between the shares and the shareholder loans, at fair market value.
• The buyer is at liberty to contact customers, suppliers and employees to notify them of the change of control. The seller will operate the business until closing.
• The parties will each file any required tax elections with respect to the transaction.
• This template is available as a downloadable and fully customizable MS Word document.
• Intended for use only in the Province of Ontario, Canada.

Sell all your shares to your partner with this Share Purchase Agreement for an Ontario corporation.

• This template is for a company that has two shareholders who are equal partners.
• One partner sells all of its shares to the other partner for cash.
• The buyer will secure a release of any guarantees provided by the seller with respect to the business.
• The seller will release the buyer from all claims and agrees to sign a non-competition agreement.
• This downloadable Share Purchase Agreement is an easy exit strategy for an equal partner to transfer its interest while allowing the business to continue operations.
• This legal document was prepared to be used within the Province of Ontario, Canada.

Prepare share transfers for an Ontario corporation with this Share Transfer and Release Forms package:

• Share Transfer and Indemnity Form, to transfer all of the shares of a corporation to a purchaser. The seller indemnifies the buyer and releases the corporation from any claims the seller may have with respect to the seller's involvement with the corporation.
• A simpler form of Share Transfer, to transfer all or part of a shareholder's shares to another party.
• A resolution of the directors of the corporation approving the share transfer.
• This Ontario Share Transfer and Release Forms Package is available in MS Word format.

Ensure the continuity of ownership and management of your business with this Shareholder Buy-Sell Agreement for Ontario.

• The Agreement includes:
  • a procedure for soliciting offers from third parties;
  • the remaining shareholders have right of first refusal to purchase shares of a departing shareholder;
  • the remaining shareholders have the right to piggyback the sale of their shares onto a proposed sale of more than 50% of the shares;
  • a mandatory (shotgun) buy-sell;
  • a mandatory buyout on death, to be funded by proceeds of a life insurance policy on the life of the deceased shareholder.
• This template is available in MS word format and is easy to customize to fit your circumstances.
• Intended to be used only in the Province of Ontario, Canada.

Create a Unanimous Shareholders Agreement for an Ontario corporation owned by equal partners with this comprehensive template.

• This template agreement includes:
  • a mechanism to avoid deadlock in voting;
  • conditions governing shareholder loans;
  • future financing from profits and ⁄ or third party lenders;
  • terms of employment and termination of employees who are shareholders;
  • benefits for disability;
  • company buy-back of shares on death;
  • shareholder inventions become property of company;
  • arbitration procedure and special rules for disputes over fair market value of shares;
  • remaining shareholder's right of first refusal to purchase departing partner's interest.
• Available in MS Word format and fully editable to fit your specific circumstances.
• Intended to be used only in the Province of Ontario, Canada.

Provide for special majority rights for shareholders in an Ontario company with this downloadable Unanimous Shareholders Agreement.

• Special majority rights include a right of first refusal on minority share transfers (less than 10%), right to carry along minority shareholders on a sale of the company, and a call option to purchase the minority interest on death, disability, termination or change of control of the minority shareholder.
• Minority shareholders have piggy-back rights for change of control transactions, and a put option to sell their interest on death, disability, termination or change of control of the minority shareholder.
• Minority shareholders must waive certain dissenting rights.
• Available in MS Word format.
• Intended to be used only in the Province of Ontario, Canada.

Shareholder nominees are included under the provisions of this Unanimous Shareholders Agreement for Ontario business corporations.

• Shareholder loans must be secured by a security agreement over the corporation's assets, are non-interest-bearing and become immediately due and payable upon the bankruptcy or receivership of the corporation.
• Clauses providing for employment and termination of shareholders as employees.
• Non-competition and non-solicitation provisions.
• Each shareholder indemnifies the other shareholders and the directors of the corporation against liability.
• All share certificates will be held in escrow by the corporation's lawyers.
• The remaining shareholders have a right of first refusal to purchase the shares of a departing shareholder.
• In the event of a take-over offer, the minority shareholders have the option to buy out a majority shareholder or, alternatively, to consent to the take-over.
• If a shareholder wishes to withdraw, the remaining shareholders must agree on a buy-out procedure, failing which they may vote to wind up the company, sell the shares to a third party, or offer all shares of the company for sale.
• AVailable in MS Word format.
• Intended to be used only in the Province of Ontario, Canada.

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 an Agreement for Set-off and Cancellation of Shares between two affiliated Canadian companies with this downloadable template.

• One of the companies (selling company) sells shares to the other (purchasing company), as part of a rollover transaction.
• The purchase price of the shares is set off against the redemption of shares of stock held by the purchasing company in the capital of the selling company.
• The purchaser pays for the shares by way of a promissory note. The vendor redeems the shares and pays the redemption price also by way of promissory note.
• Both promissory notes are for the same amount and set each other off.
• This legal template is available in MS Word format, and is fully editable to fit your specific circumstances.
• This is a Canadian legal document pursuant to the Income Tax Act (Canada).

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.

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.

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 Canada Subscription for Shares form can be easily downloaded, filled in and printed.

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.

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.

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.

Request a replacement share certificate for one that has been lost or destroyed with this Statutory Declaration form for Canadian shareholders.

• The Declaration must be made by the shareholder in front of a Commission for Oaths or a Notary Public, and sent to the secretary of the corporation to request a new certificate in replacement of the missing one.
• This form is available as a downloadable and fully editable MS Word file.
• Intended for use only in Canada.

Transfer the assets of a dissolving Canadian corporation to its shareholders with this Transfer Agreement on Dissolution of Corporation.

• Upon the dissolution of the corporation, title to the assets is transferred jointly to the shareholders.
• The shareholders undertake joint and several responsibility for the corporation's debts and obligations.
• Any contract that the corporation is party to, which is not assigned to the shareholders, will be held in trust and performed by the corporation on behalf of the shareholders.
• The Agreement contains a power of attorney clause, appointing one of the shareholders as the corporation's attorney to sign documents, transfer property, etc. The appointment is coupled with an interest and will not be revoked.
• This is a fully editable MS Word template.
• Intended for use only in Canada.

Review the issues that need to be considered and addressed during the preparation of a shareholder agreement for a Canadian corporation with this Unanimous Shareholder Agreement Checklist for Canada.

Topics include:

• composition of the board of directors,
• removal of a director or officer,
• conflict of interest,
• reservation of directors' powers to shareholders,
• shareholder meetings,
• conduct of business,
• restrictions on share transfers,
• buy-sell on the death of a shareholder,
• miscellaneous matters.

This form is available in MS Word format and is easy to download, edit and print. Intended to be used only in Canada.

Prepare a Unanimous Shareholder Agreement for a Canadian corporation with this fully editable template.

• Under this Agreement, one of the shareholders gives the corporation the right to operate a business as a distributor of certain licensed products, and grants the corporation a license to use its trade marks and other proprietary marks in connection with those products.
• Other provisions of the Agreement include:
  • restrictions on the sale and transfer of shares,
  • business of the corporation to be conducted by the directors,
  • shareholder loans to be repaid on a proportional basis,
  • annual valuation of shares, based on the net book value of the company's tangible assets,
  • shares of a deceased shareholder to be repurchased for cancellation by the company,
  • departing shareholders have a put option,
  • non-competition provisions,
  • buy-sell provisions for selling the interest of a departing shareholder.
• Available in MS Word format.
• Governed by Canadian laws and intended to be used only in Canada.

A meeting of the shareholders of a Canadian corporation may be held without notice, so long as all of the attending shareholders sign a Waiver of Notice form.

• This package contains waiver forms for:
  • the initial meeting of shareholders following the company's incorporation,
  • annual shareholder meetings,
  • special meetings of the shareholders as required by the by-laws or Articles.
• These forms are available in MS Word format and are editable and reusable.
• Intended for use only in Canada.