Shotgun Clauses and Owner Managers

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.

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.

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.

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.

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.