Stock Buy-Sell / Redemption Agreement | 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.

Authorize the transfer of shares of stock from a seller to a buyer with this Assignment and Transfer of Stock Certificate form for U.S. companies.

• The transfer form would accompany a share purchase agreement, to document a sale of shares.
• The form can be used by companies throughout the United States.
• The seller of the shares appoints an officer of the corporation as his/her attorney to transfer the stock on the corporation's books.
• To get the form, click on 'Add to Cart', purchase the form via the secure checkout, and download it.
• Available in MS Word format.
• Intended to be used only within the United States.

Should your company shareholder agreement include a shotgun clause? This article discusses these types of provisions from an owner-manager's perspective.

What is a "shotgun clause"?

A 'shotgun clause' or 'buy-sell clause' is a clause in a shareholder agreement which provides that if a shareholder wants to pull their investment out of the company, they can force the other shareholders to buy their shares.

Benefits and risks of a shotgun provision

The selling shareholder sets the price and the terms of sale, and the remaining shareholder(s) decide whether to accept the sale on that basis. In theory, a shotgun clause provides a fair mechanism for shareholder departure, due to the fact that the seller does not know whether or not the price and terms will be accepted. Therefore they must be reasonable in setting the price and terms.

In practice, however, a selling shareholder often tries to use the shotgun clause to their advantage, which can result in the receiving shareholder(s) turning to arbitration or the courts to settle the matter.

Practical limitations of shotgun clauses

The article discusses the limitations on shotgun clauses, and how to use them properly in your shareholder agreement.

Alternative methods of shareholder breakups

The writer discusses other methods of no-fault corporate divorce that can be used instead of a shotgun provision, such as drag-along, tag-along clauses, right of first refusal options, and auction or bidding processes.

Author Credit

This article was written by Phil Thompson, business lawyer and corporate counsel in Ontario, Canada.

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

Purpose of Minutes

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.

Format

The Shareholders Minutes are available in MS Word format and are fully editable. You can use this template to prepare the standard form of minutes, and re-use the form each year.

Where to Use the Form

This template is intended to be used only by companies incorporated in the United States. It can be used in any state that does not have a statutory form.

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.