Certificate of Agreed Value of Shares

Set out how the shares of an Australian corporation are to be transferred or sold under this customizable Australia Shareholder Agreement.

• Each shareholder has a right of first refusal to purchase any shares being disposed of by the other shareholder(s) before the shares can be offered to third parties.
• Shareholders not wishing to exercise their right of first refusal can transfer a pro rata share of the offered securities to the other remaining shareholders.
• The shareholders also have a right of first refusal to purchase new securities being issued by the corporation.
• If a shareholder is in default (as defined in the agreement), the other shareholders have a call option; in other words, they have the option to purchase the defaulting shareholder's shares at fair market value.
• The procedure for avoiding deadlock in votes is set out.
• The template also includes non-competition and confidentiality clauses.
• Every corporation with more than one shareholder should have a Shareholder Agreement in place.
• Available in MS Word format.
• Intended to be used only within Australia.

These optional buy-sell provisions can be inserted into a Shareholder Agreement to provide for the purchase and sale of shares among the shareholders of a company.

• The remaining shareholders have right of first refusal to purchase a departing shareholder's shares.
• Any buy-sell offers made during the notice period are irrevocable.
• The purchase price must be paid in full on closing.
• These Shareholder Agreement Buy-Sell Provisions are generic (not country-specific) and can be used in many jurisdictions.
• Available as a downloadable MS Word file.

Research the issues you need to consider when preparing a shareholder agreement for your company with this Shareholder Agreement Checklist, which covers:

• The share capital of the corporation.
• Composition and powers of the board of directors.
• The corporation's dividend policy.
• Circumstances when additional shareholder capital may be required.
• Procedures for issuing new shares and transferring existing shares.
• Buy-sell provisions governing departing shareholders.

A shareholder agreement is an important legal document for the corporation and its investors. Use the Checklist to make sure you don't leave out any essential items, then purchase the right Shareholder Agreement to suit your needs.

A Shareholder Agreement protects the interests of a corporation's shareholders and minimizes the risks of share ownership. This Canadian template contains a buy-sell or "put" option.

• This is a Canadian legal form which can be used anywhere in Canada except Quebec.
• The Shareholder Agreement establishes the obligations of the shareholders and the corporation to each other, and sets out any restrictions on share transfers or the issue of new shares.
• The remaining shareholders have a right of first refusal to acquire the shares of a departing shareholder, before the shares can be offered to a third party.
• A departing shareholder also has a buy-sell or 'put' option, which would require the remaining shareholders to purchase his/her shares. The put option is available only after the departing shareholder has been unsuccessful in finding a third party purchaser for a period of 6 months.
• The template contains buy-sell options for both an assured buy-out and a mandatory or 'shotgun' buy-sell.
• If a shareholder dies, the surviving shareholders have the option to buy the deceased shareholder's shares, failing which they must be purchased by the corporation.
• The Shareholder Agreement can serve to avoid unnecessary conflict by having the owners agree on management issues and exit strategies at the outset.

Set out the rights and obligations of the shareholders of a UK company with this fully editable Shareholder Agreement template.

• The company will prepare a business plan for each financial year, which will include an estimate of working capital requirements, profit and loss projections, and an operating budget.
• The shareholders agree not to directly or indirectly participate in any competing business.
• Each shareholder agrees to keep the company's information confidential.
• Pre-emption procedure for transfers of shares, except for shares being transferred to a subsidiary or holding company, or to a family trust.
• If a shareholder wishes to sell their shares to a bona fide purchaser, the other shareholders have the option to piggyback the sale of their shares to the same purchaser.

Prepare a Shareholder Agreement that describes how community property laws will apply to the spousal interest of a shareholder's spouse with this template form for USA profit corporations.

• The sale of shares by a shareholder will include the spousal interest.
• Provisions for put and call options to deal with disposition of the shares held by a departing shareholder.
• Provisions for Subchapter S election.
• The downloadable template includes a Spousal Consent form by which a shareholder's spouse agrees to bequeath all his/her interest in the shares to the shareholder.
• This form of Shareholder Agreement is ideal for corporations formed in any community property state.
• Available in MS Word format. Download the file and customize it to fit your company's needs.
• Intended to be used only in the United States.