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 form is in MS Word format and is fully editable.
• The form can be used for a federal corporation and in any Canadian 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.