Shareholder Forms

Equalize the capital contributions of each of the shareholders of an Alberta corporation with this Share Capital Equalization Agreement.

• The intent of the Agreement is that both of the shareholders will end up with half of the issued shares.
• The contributing shareholder will make equal yearly instalment payments to the other shareholder for a proportionate number of shares, to bring his/her shareholdings up to 50% of the corporation's issued shares.
• The shares will be held in trust until all payments are made, at which time the additional shares will be released to the contributing shareholder.

Every corporation with more than 1 shareholder should have a shareholder agreement in place, like this Unanimous Shareholder Agreement for Alberta corporations.

• 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.
• 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.
• 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.
• Provisions for shot-gun buy-sell offers.
• Provisions for a call by the other shareholders if a shareholder becomes involved in a divorce or matrimonial property settlement.
• Provisions for a 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.

The Alberta Unanimous Shareholder Agreement template can be easily customized for your exact needs. Download yours today.

Use this handy Checklist and Planning Guide for Annual Meetings and Special Shareholder Meetings to assist you with the preparation and planning required for a variety of corporate meetings.

• This guide deals with:
  • annual meetings of a corporation's directors and shareholders,
  • special shareholder meetings,
  • other corporate meetings and special events.
• This guide was written to assist those persons who are planning and preparing for a corporate meeting for the first time, and to prompt new ideas for the experienced meeting planner.
• Available as a free PDF download.

Purchase ordinary shares in a private company with this free Application for Shares form for UK companies.

• The Application Form must be submitted with payment in full for the offered shares.
• The purchaser agrees to take up the shares subject to the company's memorandum and articles.
• It can be used by companies formed under the United Kingdom Companies Act.
• Available in MS Word format.

Assign your rights under a share purchase agreement to a third party with this Assignment of Share Purchase Agreement template.

• Notwithstanding the transfer of rights, the assignor will remain responsible for repaying any outstanding indebtedness it has already incurred with respect to purchased shares.
• The assignor covenants that all of its obligations have been performed or satisfied up to the date of the Assignment.
• This is a generic form which does not contain references to any specific legislation. It can be used in any common law jurisdiction.
• The Assignment form is available in MS Word format. Easy to download and customize.

This Equalization Agreement sets up a process by which a shareholder in a BC company who owns less than 50% of the company can contribute more capital so that both owners have the same amount of equity.

• The contributing shareholder will make installment payments to the other shareholder to buy up the number of shares required to bring his/her shareholdings up to 50% of the corporation's issued shares.
• The shares will be held in trust until all payments are made.
• Once all of the required capital has been paid in, the additional shares will be released to the contributing shareholder.

The British Columbia Share Capital Equalization Agreement is a downloadable digital template which can be personalized for your specific corporate requirements.

Sell your shares in a BC corporation to a purchaser with this template British Columbia Share Purchase Agreement.

• If the purchaser resells any of the shares within 180 days for a per share price greater than the purchase price of the shares under the Agreement, the purchaser will pay the vendor an additional cash amount.
• The vendor gives standard representations and warranties with respect to the corporation's status, financial position, and the shares.
• The purchaser gives standard representations and warranties with respect to its status, financial position and authority to enter into the Agreement.
• The Agreement contains an optional provision under which the purchaser covenants to change the name of the corporation. You may want to include this if the purchaser is buying the entire business, unless they are going to continue business operations under the current name.
• Both parties covenant to keep all information about the corporation and the transaction confidential.
• This legal contract template is a fully editable MS Word document.
• Intended for use only in the Province of British Columbia, Canada.

Set out in writing how the shares of a departing or deceased shareholder in a BC company will be dealt with in this Shareholder Buy-Sell Agreement.

• This Buy-Sell Agreement is for a corporation with two equal shareholders.
• The template includes provision for a mandatory (shotgun) buy-sell notice from a departing shareholder to the remaining shareholder.
• If a shareholder dies, the surviving shareholder must purchase the interest of the deceased shareholder.
• Each shareholder holds life insurance policies on the other shareholder. The insurance proceeds may be applied to the purchase of the deceased's shares by the survivor.
• Available in MS Word format.
• Intended to be used only in the Province of British Columbia, Canada.

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.

Prepare a Certificate of Agreed Value of Shares with this free template form.

• The Certificate would be issued by a corporation pursuant to a Shareholder Agreement.
•  The form establishes the purchase value of a corporation's shares as agreed between the shareholders.
• Available as a free MS Word form.
• This is a generic form which can be used in many jurisdictions.

Transfer share equity in a Chinese corporation from a current shareholder to a related party with this Equity Transfer Agreement for China.

• The transferee is responsible for registering the required amendments with the industry and commerce administration.
• The transferor must provide the transferee with all documentation and complete the necessary formalities related to the transfer.
• The transferee must provide the transferor with approval of its board of directors and other documentation related to the transfer.
• Any disputes will be settled between the parties by friendly consultation, failing which the parties agree to submit the dispute to binding arbitration.
• This English language version is provided in MS Word format. A Chinese language version will likely be required in order to ensure the legality of the document.

Download the Equity Transfer Agreement for China and ensure that your documentation is prepared in accordance with PRC laws.

Protect a Chinese business against competition from a related company with this Non-Competition Agreement for China.

• This agreement is between a company and its controlling shareholder, both of whose primary businesses are similar and therefore are likely to compete with each other.
• The corporate shareholder agrees not to participate in or operate any business within China that is within the business scope of the company.
• The shareholder will make any business opportunity that comes its way available to the company.
• During the term of the Agreement, the company will have a right of first refusal to acquire any legitimate new business developed by the shareholder.
• This Chinese legal form is available in English language version only. A Chinese version of the document may also be required for it to be legally enforceable.

Sell and transfer shares of stock in a Chinese company with this Stock Purchase Agreement for China.

• This Agreement is for companies who are listed on a Chinese stock exchange.
• The purchaser of the stock is entitled to set off any amounts owed by the seller to the purchaser against the purchase price for the shares.
• The seller must retain ownership of a certain percentage of shares in the company.
• The parties will jointly report the sale to the necessary regulatory bodies, and will share the costs of the public announcement and of registering the transfer of the shares.
• This Chinese legal form is available in English language version only. A Chinese translation may be required in order to be enforceable.

Use this downloadable template to prepare a Declaration of Mailing regarding the sending of notices for an upcoming annual meeting of shareholders of a Canadian corporation.

The Declaration contains the following information:

• the date, time and place on which the shareholder meeting will be held, and
• the date on which the notices were mailed, in accordance with the applicable legislation under which the corporation was incorporated.

This Canada Declaration of Mailing form is in MS Word format and is fully editable. It can be used for a federal corporation and in any province which has a Business Corporations Act.

Draw up a Directors Resolution authorizing a loan to pay shareholder dividends with this downloadable template.

• The corporation will secure a loan and use the proceeds to pay dividends to the shareholders.
• The template also contains a second Directors Resolution stating the corporation's dividend policy.
• The second resolution authorizes a yearly dividend to be paid quarterly to shareholders, conditioned upon the corporation's earnings.
• This is a generic corporate form which is not specific to any country, state, province or territory.
• Add the Directors Resolution template to your cart and proceed through the secure checkout. You can then download the form and fill it in, to be signed by the Board.

Declare a capital dividend for a Canadian business corporation with this template Directors Resolution form.

• For tax purposes, it's important that all resolutions are properly passed and actions taken at the correct times.
• The Board of Directors declares the capital dividend on a specific class of shares.
• The corporation makes an election under Section 85 of the Income Tax Act (Canada). The dividend does not become payable until the election is made.
• This form can be used by business corporations incorporated under a Business Corporations Act throughout Canada.

Before a stock dividend can be paid to a corporation's shareholders, the Directors must pass a resolution to that effect.

• This template Directors' Resolution declares a dividend payable on the corporation's shares of stock.
• The dividend will be paid by way of issuing new shares to the shareholders on a pro rata basis (based on the ratio of their current shareholdings to the aggregate of all outstanding shares issued by the corporation).
• This is a generic corporate form (not country specific).
• Download your copy of the Directors Resolution Declaring Stock Dividend and present it to the Board for signature.

Pass a motion for a cash call on the shareholders of a Canadian corporation with this template Directors Resolution to Authorize Shareholder Cash Call.

• A cash call would be necessary to finance the corporation's operations if its current financial status makes it difficult or impossible to obtain conventional financing from a bank.
• The Board of Directors resolves to go to the shareholders to request an influx of operating capital.
• This is a downloadable and fully editable Microsoft Word form.
• The Resolution template can be used in any Canadian jurisdiction with a Business Corporations Act.

Declare a safe income dividend for shareholders of a Canadian corporation with this downloadable Directors Resolution template.

• The corporation's directors declare a 'safe income' dividend pursuant to the Income Tax Act (Canada) on a specified class of shares.
• Payment of the dividend is conditional upon the shareholders' undertaking to repay their pro rata share of the dividend if the total cumulative dividend exceeds the 'safe income' as determined by the corporation's accountants.
• Intended for use only in Canada.

Prepare a Resolution of the Directors of a Canadian corporation declaring dividends on shares with this ready-made template.

• The dividend is payable to the holders of a particular class of shares.
• The form is fully editable and can be customized for any province in Canada which has a Business Corporations Act.
• This is a free downloadable corporate form in MS Word format.

This drag along, tag along clause can be inserted into a shareholder agreement to govern how the sale of shares from a shareholder to an arm's length third party must be conducted.

• The share purchase agreement must include an offer by the buyer to purchase a pro rata share of the other shareholders' shares on the same terms and at the same time.
• The terms apply to arm's length transactions only. The clause contains a definition of which parties are not considered arm's length.

A Drag Along, Tag Along Clause is an exit strategy that protects the rights of minority shareholders while at the same time giving majority shareholders a means to force other investors to exit at the same time.

Name someone else to vote for you at a company meeting with this General Proxy form for companies in the United Kingdom.

• A proxy allows a member (shareholder) who is unable to personally attend a meeting to name someone as their proxy, who can attend the meeting and vote on their behalf.
• A general proxy can be used for either an annual and extraordinary general meeting of a company.
• This free form is provided in MS Word format.
• Prepared for use by companies formed within the United Kingdom.

Prepare documentation for a shareholder who has lost their share certificate with this Shareholder Certification and Indemnity form for Canadian corporations.

• The shareholder certifies that the original certificate for shares issued in the shareholder's name is missing, and requests a replacement certificate.
• The shareholder indemnifies the corporation against any claims with respect to the loss and reissue of the share certificate.
• The form also includes a Resolution of the Directors authorizing the issuance of a replacement certificate.
• This indemnity form is available in MS Word format.
• Intended for use only in 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 Canada Information Circular for Shareholder Meeting gives the shareholders a chance to review and consider the matters to be put before the meeting. Download a copy and prepare for your next shareholder meeting.

Minority Shareholder Rights in Ontario Private Companies is a 20-page paper that examines and clarifies the rights and protection afforded to minority shareholders of private companies under the Ontario Business Corporations Act.

• The paper was written by an Ontario corporate lawyer who is an expert in the area of shareholder rights.
• Each of the relevant sections of the Business Corporations Act is discussed, with an explanation of its terms and what it means to you as a shareholder.
• This paper is provided in MS Word format, and is copyrighted by the author.

Give notice of a Special Meeting of the Shareholders of a US company with this downloadable free form.

• A copy of the Notice must be sent to each of the holders of a particular class of shares who are entitled to attend the special meeting.
• Notice must be given in accordance with the requirements set out in the company's bylaws and as required by statute.
• The template includes an Affidavit of Mailing form.
• This is a free downloadable template in MS Word format.

Equalize the capital contributions of each of the shareholders of a Nova Scotia corporation with this Share Capital Equalization Agreement.

• The intent of the Agreement is that both of the shareholders will end up with half of the issued shares.
• The contributing shareholder will make equal yearly instalment payments to the other shareholder for a proportionate number of shares, to bring his/her shareholdings up to 50% of the corporation's issued shares.
• The shares will be held in trust until all payments are made, at which time the additional shares will be released to the contributing shareholder.
• Available in MS Word format, fully editable to fit your specific circumstances.
• Intended to be used only in the Province of Nova Scotia, Canada.

Sell shares in a Nova Scotia corporation to a purchaser with this short form Share Purchase Agreement.

• The vendor will continue to hold the shares until all conditions are met, including payment of the purchase price.
• Once the share purchase price is fully paid, the shares will be transferred to the purchaser.
• The template is fully editable so you can customize it with the specific terms and conditions you want.
• Intended for use only in the Province of Nova Scotia, Canada.

Prepare for an annual shareholder meeting of an Ontario business corporation with this package of forms.

The package contains documents which must be sent to each of the shareholders in preparation for the annual general meeting. The forms included in the package are:

1. A template cover letter;
2. Notice of Annual Meeting;
3. Meeting Agenda;
4. Solicitation of Proxy form;
5. Declaration of Mailing Notice, to be completed by the corporate secretary or other officer who mailed the documents.

This Ontario Annual Shareholder Meeting Forms Package is available in MS Word format.

Prepare Directors Resolutions to redeem shares of an Ontario business corporation with this package of template forms which contains:

1. a Directors Resolution setting the redemption price of a certain class of shares,
2. a Directors Resolution redeeming specified shares,
3. a Notice of Redemption.

This package of Directors Resolutions to Redeem Shares comply with the Business Corporations Act (Ontario).

Secure repayment of a loan from a shareholder to a corporation with this Ontario Security Agreement for Shareholder Loan.

• The corporation (as borrower) grants the secured party (a trustee for the shareholders) a security interest over the borrower's corporate assets, in order to secure its current or future indebtedness to its shareholders for shareholder advances, stock dividends or other obligations.
• The secured party holds the security interest in trust for the shareholders and may release all or part of the secured collateral as it sees fit.
• The borrower is restricted from selling, transferring, leasing or otherwise disposing of any of the collateral forming the security.
• This legal agreement template is available as a fully editable Microsoft Word document.
• Intended for use only in the Province of Ontario, Canada.

Equalize the capital contributions of the shareholders for an Ontario corporation with this Share Capital Equalization Agreement.

• This agreement is for a company with two shareholders, one of whom has invested more capital than the other, with the intent being that each of them will end up with 50% shareholdings in the company.
• To do that, the contributing shareholder will make regular installment payments into his/her capital account to purchase a proportionate number of shares.
• The shares will then be held in trust until all the equalization payments are made.

You can download the Ontario Share Capital Equalization Agreement immediately after purchase.

Sell the shares of an Ontario corporation and transfer any existing shareholder loans with this Share Purchase and Assignment Agreement.

• The seller sells its shares and assigns the balance of shareholder loans still outstanding over to the buyer, who is taking over the business of the company.
• The purchase price will be allocated between the shares and the shareholder loans, at fair market value.
• The buyer is at liberty to contact customers, suppliers and employees to notify them of the change of control. The seller will operate the business until closing.
• The parties will each file any required tax elections with respect to the transaction.
• This template is available as a downloadable and fully customizable MS Word document.
• Intended for use only in the Province of Ontario, Canada.

Sell all your shares to your partner with this Share Purchase Agreement for an Ontario corporation.

• This template is for a company that has two shareholders who are equal partners.
• One partner sells all of its shares to the other partner for cash.
• The buyer will secure a release of any guarantees provided by the seller with respect to the business.
• The seller will release the buyer from all claims and agrees to sign a non-competition agreement.
• This downloadable Share Purchase Agreement is an easy exit strategy for an equal partner to transfer its interest while allowing the business to continue operations.
• This legal document was prepared to be used within the Province of Ontario, Canada.

Prepare share transfers for an Ontario corporation with this Share Transfer and Release Forms package:

• Share Transfer and Indemnity Form, to transfer all of the shares of a corporation to a purchaser. The seller indemnifies the buyer and releases the corporation from any claims the seller may have with respect to the seller's involvement with the corporation.
• A simpler form of Share Transfer, to transfer all or part of a shareholder's shares to another party.
• A resolution of the directors of the corporation approving the share transfer.
• This Ontario Share Transfer and Release Forms Package is available in MS Word format.

Ensure the continuity of ownership and management of your business with this Shareholder Buy-Sell Agreement for Ontario.

• The Agreement includes:
  • a procedure for soliciting offers from third parties;
  • the remaining shareholders have right of first refusal to purchase shares of a departing shareholder;
  • the remaining shareholders have the right to piggyback the sale of their shares onto a proposed sale of more than 50% of the shares;
  • a mandatory (shotgun) buy-sell;
  • a mandatory buyout on death, to be funded by proceeds of a life insurance policy on the life of the deceased shareholder.
• This template is available in MS word format and is easy to customize to fit your circumstances.
• Intended to be used only in the Province of Ontario, Canada.

Create a Unanimous Shareholders Agreement for an Ontario corporation owned by equal partners with this comprehensive template.

• This template agreement includes:
  • a mechanism to avoid deadlock in voting;
  • conditions governing shareholder loans;
  • future financing from profits and ⁄ or third party lenders;
  • terms of employment and termination of employees who are shareholders;
  • benefits for disability;
  • company buy-back of shares on death;
  • shareholder inventions become property of company;
  • arbitration procedure and special rules for disputes over fair market value of shares;
  • remaining shareholder's right of first refusal to purchase departing partner's interest.
• Available in MS Word format and fully editable to fit your specific circumstances.
• Intended to be used only in the Province of Ontario, Canada.

Provide for special majority rights for shareholders in an Ontario company with this downloadable Unanimous Shareholders Agreement.

• Special majority rights include a right of first refusal on minority share transfers (less than 10%), right to carry along minority shareholders on a sale of the company, and a call option to purchase the minority interest on death, disability, termination or change of control of the minority shareholder.
• Minority shareholders have piggy-back rights for change of control transactions, and a put option to sell their interest on death, disability, termination or change of control of the minority shareholder.
• Minority shareholders must waive certain dissenting rights.
• Available in MS Word format.
• Intended to be used only in the Province of Ontario, Canada.

Shareholder nominees are included under the provisions of this Unanimous Shareholders Agreement for Ontario business corporations.

• Shareholder loans must be secured by a security agreement over the corporation's assets, are non-interest-bearing and become immediately due and payable upon the bankruptcy or receivership of the corporation.
• Clauses providing for employment and termination of shareholders as employees.
• Non-competition and non-solicitation provisions.
• Each shareholder indemnifies the other shareholders and the directors of the corporation against liability.
• All share certificates will be held in escrow by the corporation's lawyers.
• The remaining shareholders have a right of first refusal to purchase the shares of a departing shareholder.
• In the event of a take-over offer, the minority shareholders have the option to buy out a majority shareholder or, alternatively, to consent to the take-over.
• If a shareholder wishes to withdraw, the remaining shareholders must agree on a buy-out procedure, failing which they may vote to wind up the company, sell the shares to a third party, or offer all shares of the company for sale.
• AVailable in MS Word format.
• Intended to be used only in the Province of Ontario, Canada.

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.

Sell your shares in a Canadian company and transfer a shareholder loan to the purchaser with this Purchase Agreement for Shares and Promissory Note.

• The vendor represents to the buyer that it owns the shares and has the legal right and authority to transfer them.
• Upon payment of the cash to close, the vendor will transfer title to the shares over to the purchaser.
• The vendor also transfers a promissory note from the corporation for a shareholder loan owing to the vendor.
• The vendor relinquishes any further interest or right to repayment under the promissory note.
• Available in MS Word format.
• Intended to be used only in Canada.

Record the receipt of payment from a shareholder for shares of common stock in a UK company with this Receipt for Purchase of Shares.

• This is a free downloadable form in MS Word format.
• Intended for use only by companies formed in the United Kingdom.

Request a replacement for a lost or destroyed share certificate with this downloadable form for UK companies.

• A member (shareholder) whose share certificate has been lost can request a new certificate by tendering the Request Form to the company's secretary.
• The member indemnifies the company against any claims or costs arising as a result of the company issuing the new certificate.
• The member agrees to return the replacement certificate in the event that the original is located.
• This form is downloadable and can be used by companies formed under the United Kingdom Companies Act.

Grant a right of first refusal to another shareholder with this Right of First Refusal Agreement to Acquire Shares template.

• The Agreement grants one shareholder a first right of refusal to acquire shares owned by another shareholder ('granting shareholder').
• The right is granted pursuant to the winding up of a third shareholder (a company solely owned by the granting shareholder) and the transfer of the third shareholder's share interest to the granting shareholder.
• This is a generic legal form which is not specific to any country or region.
• The Right of First Refusal Agreement to Acquire Shares is available in MS Word format and is fully editable to fit your needs.

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.

Prepare an Agreement for Set-off and Cancellation of Shares between two affiliated Canadian companies with this downloadable template.

• One of the companies (selling company) sells shares to the other (purchasing company), as part of a rollover transaction.
• The purchase price of the shares is set off against the redemption of shares of stock held by the purchasing company in the capital of the selling company.
• The purchaser pays for the shares by way of a promissory note. The vendor redeems the shares and pays the redemption price also by way of promissory note.
• Both promissory notes are for the same amount and set each other off.
• This legal template is available in MS Word format, and is fully editable to fit your specific circumstances.
• This is a Canadian legal document pursuant to the Income Tax Act (Canada).

Escrow shares issued under a private placement in Canada with this downloadable template agreement.

• The agreement is between a purchaser of shares, the issuing corporation and the escrow agent (trustee).
• The issuer is lending the purchaser part of the purchase price for the shares.
• The purchaser then pledges the shares as security for repayment of the loan and places them in escrow with the trustee.
• This is a Canadian legal document that can be used in any province of Canada except Quebec.
• The form is available as a MS Word template and can be modified to fit your exact needs.

Issue new shares to shareholders in exchange for their existing shares with this downloadable template for Canadian corporations.

• A share exchange of this nature is done as part of a corporate reorganization.
• The parties to the Share Exchange Agreement are the corporation and all of the shareholders.
• The shareholders agree to exchange their existing shares for new shares of a particular class following the reorganization.
• The template also includes Directors and Shareholders Resolutions which are required to authorize the share exchanges.
• Intended to be used only by corporations incorporated in Canada.

Prepare a Share Purchase Agreement with Vendor Take-Back Provisions with this template form for Canadian corporations.

• A portion of the share purchase price will be paid by the purchaser to the vendor over time, secured by a promissory note.
• If the purchaser defaults, the promissory note will become due and the vendor may take back ownership of the shares (this is called vendor take-back).
• If the purchaser postpones consecutive payment, the second postponement will incur a late payment fee.
• The vendor's accountants will prepare closing financial statements.
• The purchaser must provide personal and corporate guarantees.
• The corporation's income taxes will be allocated between the parties in accordance with the closing.
• This Share Purchase Agreement with Vendor Take-Back Provisions is available as a fully editable MS Word document.
• This is a Canadian legal document.

Acquire all the shares of a Canadian corporation with this Share Purchase and Loan Agreement.

• The purchaser agrees to purchase the shares and to loan the corporation enough funds to pay out existing loans to shareholders or other related parties.
• The purchaser and the vendor mutually indemnify each other against any claims arising due to any breach or misrepresentation.
• The vendor also indemnifies the purchaser against claims arising from the business and operations of the company prior to the closing of the transaction.
• The corporation warrants that there are no outstanding options, agreements or warrants to purchase its shares.
• This legal form template is available in MS Word format and is fully editable to meet your business needs.
• Governed by Canadian laws and intended for use only in Canada.

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.

Subscribe for shares in a Canadian private company with this free Subscription for Shares form.

• The subscriber must complete the form and tender it to the corporation's registered office, along with payment for the shares.
• This form is to be used whenever new shares are issued, whether to an existing shareholder or to a new shareholder.
• The original signed subscription forms must be kept in the corporation's Minute Book with all other shareholder records.
• This free Canada Subscription for Shares form can be easily downloaded, filled in and printed.

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.

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.

Discover the legal and practical issues you need to consider when entering into a shareholder agreement with this Shareholder Agreement Guide and Checklist for Canadian companies.

• Topics in the Guide include:
  • how to avoid misunderstandings between shareholders;
  • distribution of profits;
  • decision-making;
  • exit strategies;
  • employee shareholders;
  • default by a shareholder;
  • disability or death;
  • loss of shareholder control.
• Available as a PDF download.
• This checklist was created for use in Canada.

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 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.

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.

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.

This Royalty Agreement allows a corporation to reward a shareholder who is vital to the operations with an ongoing royalty in exchange for ongoing support and direction.

• The royalty is calculated as a percentage of the corporation's gross receipts.
• The shareholder has the right to audit the company's books to determine if the royalty being paid is correctly calculated.
• The corporation agrees not to sell any product or service for less than current market price.
• This legal form is fully customizable to fit your circumstances. Download it immediately after you purchase it.

Prepare a Shareholder Agreement to govern the operation, management and control of an S corporation with this easy-to-use USA template.

• The shareholders agree to maintain the corporation's status for tax purposes, unless a 3/4 majority of the shareholders consent to revoke the status.
• The shareholders agree to enter into a buy-sell agreement to govern the purchase and sale of the corporation's shares.
• Stock certificates must contain a restrictive covenant stating that the stock is subject to the terms of the Shareholder Agreement and the buy-sell agreement.
• If the corporation requires additional operating capital, the shareholders must each contribute additional capital within 30 days of request.
• This legal form template is provided in MS Word format and is fully editable to meet your requirements.
• Intended for use only in the United States.

Use this downloadable short form Stock Redemption Agreement to redeem shares in a U.S. business corporation.

• The corporation agrees to redeem all of the shares held by a particular stockholder.
• The redemption will be treated as capital gains instead of ordinary income.
• The stockholder resigns his/her position as a director and officer of the corporation.
• The stockholder agrees not to acquire any more of the corporation's stock for a specified period of time.
• Available in MS Word format.
• Intended to be used only in the United States.

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.

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.

Request a replacement share certificate for one that has been lost or destroyed with this Statutory Declaration form for Canadian shareholders.

• The Declaration must be made by the shareholder in front of a Commission for Oaths or a Notary Public, and sent to the secretary of the corporation to request a new certificate in replacement of the missing one.
• This form is available as a downloadable and fully editable MS Word file.
• Intended for use only in Canada.

Set out the provisions for dealing with the shares of a departing or deceased shareholder in this Stock Buy-Sell / Redemption Agreement for USA corporations.

• The Agreement clarifies the procedure the corporation must follow for repurchasing or redeeming a departing or deceased shareholder's stock holdings.
• Payment is secured by a promissory note and may be made over time.
• The corporation may not declare or pay dividends, reorganize, merge, consolidate, sell any of its material assets, or increase the salary of any key employee or officer while any portion of the redemption price remains unpaid.
• The departing shareholder must resign as a director and/or officer upon closing of the share purchase.
• This template is available as a MS Word download and is fully editable to fit your specific circumstances.
• Intended to be used by companies incorporated in the United States.

Transfer the assets of a dissolving Canadian corporation to its shareholders with this Transfer Agreement on Dissolution of Corporation.

• Upon the dissolution of the corporation, title to the assets is transferred jointly to the shareholders.
• The shareholders undertake joint and several responsibility for the corporation's debts and obligations.
• Any contract that the corporation is party to, which is not assigned to the shareholders, will be held in trust and performed by the corporation on behalf of the shareholders.
• The Agreement contains a power of attorney clause, appointing one of the shareholders as the corporation's attorney to sign documents, transfer property, etc. The appointment is coupled with an interest and will not be revoked.
• This is a fully editable MS Word template.
• Intended for use only in Canada.

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.

Prepare a Trust Declaration by Nominee Trustee with this easy template, for shares of a UK company which are being held in trust.

• The nominee trustee is the registered owner of the shares but is holding them held in trust for the beneficial owner.
• The trustee will deal with the shares as nominee only and in accordance with the owner's instructions.
• All rights to receive dividends are assigned to the beneficial owner.
• This form is available in MS Word format and is fully editable.
• Intended for use only in the United Kingdom.

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.

Review the issues that need to be considered and addressed during the preparation of a shareholder agreement for a Canadian corporation with this Unanimous Shareholder Agreement Checklist for Canada.

Topics include:

• composition of the board of directors,
• removal of a director or officer,
• conflict of interest,
• reservation of directors' powers to shareholders,
• shareholder meetings,
• conduct of business,
• restrictions on share transfers,
• buy-sell on the death of a shareholder,
• miscellaneous matters.

This form is available in MS Word format and is easy to download, edit and print. Intended to be used only in Canada.

Prepare a Unanimous Shareholder Agreement for a Canadian corporation with this fully editable template.

• Under this Agreement, one of the shareholders gives the corporation the right to operate a business as a distributor of certain licensed products, and grants the corporation a license to use its trade marks and other proprietary marks in connection with those products.
• Other provisions of the Agreement include:
  • restrictions on the sale and transfer of shares,
  • business of the corporation to be conducted by the directors,
  • shareholder loans to be repaid on a proportional basis,
  • annual valuation of shares, based on the net book value of the company's tangible assets,
  • shares of a deceased shareholder to be repurchased for cancellation by the company,
  • departing shareholders have a put option,
  • non-competition provisions,
  • buy-sell provisions for selling the interest of a departing shareholder.
• Available in MS Word format.
• Governed by Canadian laws and intended to be used only in Canada.

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

• 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 obtain the USA Assignment and Transfer of Stock Certificate form, click on 'Add to Cart', purchase the form via the secure checkout, and download it to your PC or Mac.

Put in writing your intention to acquire all of the capital stock of a U.S. company in this customizable Letter of Intent.

• The selling shareholders would be retained as consultants during the transition period, on an as-needed basis.
• The sellers would also be entitled to representation on the Board of Directors until the purchase price for the stock is paid in full.
• The purpose of the Letter of Intent is to ensure that the selling shareholders and the purchaser of the shares of stock all have the same understanding of the terms discussed.
• The Letter of Intent is an agreement in principle, not a legal contract, and is not legally binding except as it relates to the negotiations between the parties.

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.

Make provision for determining the fair market value of shares with this downloadable Valuation of Shares clause for a Shareholder Agreement.

• The clause sets out the process by which the fair market value (FMV) of the shares will be arrived at in the event that the shareholders cannot agree, following a triggering event which has affected the FMV of the shares.
• This form is provided in MS Word format and is fully editable.
• This clause is generic (not country-specific) and can be used in many jurisdictions.

A meeting of the shareholders of a Canadian corporation may be held without notice, so long as all of the attending shareholders sign a Waiver of Notice form.

• This package contains waiver forms for:
  • the initial meeting of shareholders following the company's incorporation,
  • annual shareholder meetings,
  • special meetings of the shareholders as required by the by-laws or Articles.
• These forms are available in MS Word format and are editable and reusable.
• Intended for use only in Canada.