Stock Buy-Sell / Redemption Agreement | USA

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.

Prepare the minutes from an annual meeting of the shareholders of a USA business corporation with this downloadable template.

• The corporation's shareholders must meet each year to elect the directors for the coming year and conduct any other business that needs to be dealt with at the annual meeting.
• You can use this template to prepare the standard form of minutes, and re-use the form each year.

To get your copy of the annual meeting minutes, add the document to your shopping cart and check out using our secure transaction server. You'll be able to download immediately after your purchase.

Prepare Proxy Forms for meetings of the shareholders of a USA corporation with these two easy-to-use templates.

1. Revocable Proxy, to be used by a voting shareholder to appoint a proxy to vote the shares on his / her behalf at all meetings that the shareholder is entitled to attend. The shareholder has the right to revoke the proxy at any time.
2. Non-Revocable Proxy, which contains a termination date. The proxy is irrevocable until the date of termination. The shareholder's shares must carry a legend stating the existence of the proxy, and that all rights under the proxy will survive any transfer of the shares.

These Proxy Forms can be used for shareholder meetings of U.S. business corporations. Available in MS Word format. Fully editable and reusable.

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.

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.