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Shareholder Agreement with Certificate of Agreed Value | USA
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.
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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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Shotgun Clauses and Owner Managers
Should your company shareholder agreement include a shotgun clause? Learn more about these provisions from an owner-manager's perspective, with this introductory article entitled "Shotgun Clauses & Owner Managers".
- A 'shotgun clause' or 'buy-sell clause' is a provision in the agreement that states if a shareholder wants out of the company, he/she can force the other shareholders to buy his/her shares.
- This article discusses the benefits and pitfalls of shotgun clauses, and the situations in which they work best.
- The author is an Ontario lawyer, with expertise in buy-sell agreements and other shareholder issues.
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Right of First Refusal Clause for Shareholder Agreement
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.
- Available in MS Word format.
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Share Repurchase / Buy-Back Agreement
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.
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