Neufeld Legal P.C. 403-400-4092 Chris@NeufeldLegal.com
UNANIMOUS SHAREHOLDER AGREEMENT
Shareholders' agreements are essential in multi-shareholder situations, especially when they are drafted correctly by an experienced lawyer. There is so much that can go into a shareholders' agreement, that knowing what to include and exclude can go a long way to building a lasting business relationship amongst the shareholders and the corporation. It also tends to provide more effective exit strategies for the shareholders, as by establishing a base-line exit strategy, it allows the shareholders to more effectively negotiate (since there is a base-line, pursant to which the shareholders are contractually mandated to exit upon invocation and pursuant to the shareholders' agreement, there is a greater willingness to attempt to reach a negotiated settlement).
Shareholders' agreements provide a plethora of exit strategies, including provisions for a strategic shot gun, put-call, piggy-back, drag-along, first right of refusal and default (together with death and disability for human shareholders). By selecting the appropriate exit provisions and thereafter drafting them to the objectives of the shareholders and their future, the underlying fundamentals for the business and its shareholders is that much better situated. And it is with that realization that the shareholders are able to get the most of their investment in the corporation and its business.
As such, formulating, drafting and negotiating a shareholders' agreement with Neufeld Legal Professional Corporation, will enable you to profer the benefits from the professional services of an experienced corporate lawyer who understands the importance of drafting and implementing the appropriate shareholders' agreement. So if you are looking to enter into a shareholders' agreement for your company, contact the Calgary, Alberta law firm of Neufeld Legal P.C. at 403-400-4092 or via email Chris@NeufeldLegal.com.
Alberta Business Corporations Act
- important elements
Unanimous shareholder agreement
146(1) A unanimous shareholder agreement may provide for any or all of the following:
(a) the regulation of the rights and liabilities of the shareholders, as shareholders, among themselves or between themselves and any other party to the agreement;
(b) the regulation of the election of directors;
(c) the management of the business and affairs of the corporation, including the restriction or abrogation, in whole or in part, of the powers of the directors;
(d) any other matter that may be contained in a unanimous shareholder agreement pursuant to any other provision of this Act.
(2) If a unanimous shareholder agreement is in effect at the time a share is issued by a corporation to a person other than an existing shareholder,
(a) that person is deemed to be a party to the agreement whether or not the person had actual knowledge of it when the share certificate was issued,
(b) the issue of the share certificate does not operate to terminate the agreement, and
(c) if that person is a bona fide purchaser without actual knowledge of the unanimous shareholder agreement, that person may rescind the contract under which the shares were acquired by giving a notice to that effect to the corporation within a reasonable time after the person receives actual knowledge of the unanimous shareholder agreement.
* For the full statute, please click on this link. Nothing should be read in the abstract and specific legal advice is always recommended.