Unanimous Shareholder Agreement Checklist | 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 Information Circular gives the shareholders a chance to review and consider the matters to be put before the meeting.
• Available in MS Word format.
• Intended to be used only in Canada.

Prepare the Minutes for a meeting of the Board of Directors of a Canadian corporation with this downloadable template form.

• The Minutes contain sections for:
  • constitution of the meeting, and determining if a quorum is present,
  • old business which requires attention,
  • the introduction of new business,
  • adjournment of the meeting.
• The template can be used by any company incorporated under a Business Corporations Act across Canada. A French language version is required in Quebec.
• This Canada Minutes of Directors Meeting template is provided in MS Word format.

Every Alberta corporation with more than 1 shareholder should have a shareholder agreement in place.

Transfer of Shares to an Affiliate

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.

Right of First Refusal

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.

Shareholder Guarantees

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.

Additional Key Provisions

• Shotgun buy-sell offers.
• Provisions for a call if a shareholder's shares may become subject to a matrimonial property settlement.
• 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.

Format and Jurisdiction

This Unanimous Shareholder Agreement template is downloadable and available in Word format and can be easily customized for your exact needs.

This legal document is intended to be used only in the Province of Alberta, Canada.

Prepare Minutes for a Special Meeting of Shareholders with this Canadian corporate minutes template.

Keep accurate corporate records with this professionally drafted Special Meeting of Shareholders Minutes template for Canadian corporations. This downloadable and fully editable document helps you create a clear written record of the decisions made at a special shareholders' meeting, supporting good corporate governance and helping your corporation maintain complete minute book records.

Whether your corporation is federally incorporated under the Canada Business Corporations Act (CBCA) or incorporated under a provincial or territorial Business Corporations Act, this template provides a practical framework for documenting special shareholder business.

Download instantly after purchase and customize the document in Microsoft Word to suit your corporation's specific circumstances.

What's Included in the Template

This Canadian Special Meeting of Shareholders Minutes template includes sections for:

• Constitution and opening of the meeting.
• Confirmation of quorum.
• Appointment of the chair and secretary of the meeting.
• Details of the special business considered.
• Shareholder resolutions and voting results.
• Adjournment of the meeting.
• Signature blocks for the appropriate officers.

Why Use This Template?

• Designed for Canadian corporations.
• Suitable for federal and most provincial corporate statutes.
• Fully editable Microsoft Word format.
• Easy to customize for your specific corporate needs.
• Affordable alternative to having to prepare routine corporate minutes from scratch. Reuse the template as often as necessary.
• Ideal for maintaining a complete and well-organized corporate minute book.
• Instant download immediately after purchase.

Note: A French translation may be required for use in Quebec and Nova Scotia.

Who Can Use This Template?

This template is appropriate for:

• Federal corporations incorporated under the Canada Business Corporations Act
• Corporations incorporated under a provincial or territorial Business Corporations Act
• Private and public corporations that are required to maintain a corporate minute book

Frequently Asked Questions

What constitutes a special meeting of shareholders?

A special meeting of shareholders in Canada is a meeting called to consider one or more specific matters that cannot wait until the annual meeting or that require shareholder approval outside the ordinary annual business of the corporation.

Examples of matters commonly dealt with at a special meeting include:

• Amending the corporation's articles.
• Approving an amalgamation or merger.
• Authorizing a sale of substantially all of the corporate assets.
• Approving a corporate reorganization.
• Considering other matters requiring shareholder approval under applicable provincial legislation or the corporation's governing documents.

Under the Canada Business Corporations Act, all business conducted at a shareholders' meeting other than the routine annual matters—such as receiving financial statements, electing directors, appointing the auditor, and approving previous minutes—is considered special business.

Who can call a special meeting of shareholders?

In general, the directors of a Canadian corporation may call a special meeting of shareholders at any time that they consider necessary. However, the CBCA also gives shareholders an important right. Under s. 143 of the Canada Business Corporations Act:

(t)he holders of not less than five per cent of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.

If the directors fail to call the meeting within 21 days after receiving a valid requisition, the requisitioning shareholders may, in many cases, call the meeting themselves in accordance with the Act.

NOTE: Provincial Business Corporations Act legislation may have different requirements. For example, the Quebec Business Corporations Act (chapter S-31.1) requires the holders of 10% of the voting shares to sign the requisition.

Learn more about special shareholder meetings:

• Canada Business Corporations Act, Part XII—Shareholders
• "Navigating shareholder activism: The role of shareholder-called meetings" | Lexpert.ca

Are shareholder meeting minutes legally required in Canada?

All business corporations incorporated federally or provincially in Canada are required to maintain records of shareholder meetings as part of their corporate records and minute book documentation.

Properly prepared minutes provide evidence of the decisions taken by the directors and approved by shareholders and are important for legal, tax, banking, financing, and regulatory purposes.

Can I edit the document template?

Yes. The template is supplied in an editable Microsoft Word format so you can modify it to reflect the particulars of your corporate meetings, resolutions, and participants.

Is this template suitable for all provinces?

Yes. The template is intended for use by corporations incorporated federally or under any provincial or territorial Business Corporations Act. As corporate legislation varies slightly between jurisdictions, you should review the document to ensure it meets your corporation's specific requirements. A French-language version may be required for use in Quebec and Nova Scotia.

Maintain Accurate Corporate Records

Well-prepared shareholder meeting minutes demonstrate sound corporate governance, preserve an accurate history of shareholder decisions, and help maintain the legal integrity of your corporation's minute book.

Download this Canadian Special Meeting of Shareholders Minutes template today and create professional corporate records quickly, affordably, and with confidence.

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.