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Private Company Shareholder Agreement
"I need a Private Company Shareholder Agreement for a Canadian technology startup incorporating in Ontario with three founding shareholders, including specific provisions for intellectual property protection and a vesting schedule for shares starting January 2025."
1. Parties: Identification of all shareholders and the corporation as parties to the agreement
2. Background: Context of the agreement, including company details and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Share Ownership and Capital Structure: Current share ownership, classes of shares, and rights attached to shares
5. Management and Corporate Governance: Board composition, appointment of directors, and decision-making processes
6. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings, voting rights
7. Transfer Restrictions: Limitations on share transfers and required procedures
8. Right of First Refusal: Process for existing shareholders to purchase shares before they can be sold to third parties
9. Drag-Along and Tag-Along Rights: Rights relating to sale of shares in case of majority sale or third-party offers
10. Death and Disability: Procedures for handling shares in event of shareholder death or disability
11. Dispute Resolution: Methods for resolving conflicts between shareholders
12. Confidentiality: Obligations regarding company and shareholder information
13. General Provisions: Standard clauses including notices, amendments, governing law
14. Execution: Signature blocks and execution requirements
1. Pre-emptive Rights: Rights of existing shareholders to maintain ownership percentage in new share issuances
2. Share Valuation: Methods for determining share value in various circumstances, used when specific valuation mechanisms are desired
3. Employment Matters: Terms relating to shareholder-employees, used when shareholders are also employees
4. Non-Competition and Non-Solicitation: Restrictions on competing activities, used when shareholders might compete with company
5. Dividend Policy: Specific provisions for dividend distributions, used when predetermined dividend policies are desired
6. Buy-Sell Provisions: Detailed procedures for buying/selling shares in specific circumstances, used for more complex ownership structures
7. Intellectual Property Rights: Provisions regarding IP ownership and usage, important for technology companies
8. Special Share Rights: Additional rights for specific share classes, used when multiple share classes exist
1. Schedule A - Current Share Ownership: Detailed breakdown of current shareholders and their holdings
2. Schedule B - Share Rights and Restrictions: Detailed description of rights attached to different share classes
3. Schedule C - Deed of Adherence: Form for new shareholders to sign agreeing to be bound by the agreement
4. Schedule D - Reserved Matters: List of decisions requiring special approval thresholds
5. Schedule E - Valuation Formula: Agreed methodology for share valuation
6. Schedule F - Contact Information: Contact details for notices and communications
7. Appendix 1 - Board Resolutions: Form of board resolutions for standard matters
8. Appendix 2 - Share Transfer Notice: Standard form for initiating share transfers
Authors
Technology
Manufacturing
Professional Services
Retail
Real Estate
Healthcare
Food and Beverage
Construction
Financial Services
Media and Entertainment
Agriculture
Transportation and Logistics
Consulting
Education Services
Energy
Legal
Corporate Governance
Executive Leadership
Board of Directors
Corporate Secretariat
Compliance
Finance
Investment Relations
Business Development
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Business Development Director
Board Director
Company Director
Managing Director
Shareholder
Corporate Governance Officer
Compliance Officer
Investment Manager
Business Owner
Founder
Co-Founder
Executive Director
Partner
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