Shareholders’ agreement template Quebec
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Free template to adapt to your situation: replace the sample information (names, addresses, dates, amounts, references) with your own.
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Shareholders’ Agreement
Shareholders: [Name 1] ([__]%), [Name 2] ([__]%). Corporation: [Name Inc.], NEQ [___] (intervening).
1. Board of directors
[Three] directors: [one] appointed by each shareholder and [one] independent by consensus.
2. Major decisions
Require the approval of shareholders holding [75]% of the shares: issuance of shares, borrowing over $[___], sale of substantial assets, dividends, hiring of officers, amendment of articles.
3. Transfer of shares
No transfer without first offering the shares to the other shareholders (right of first refusal) at the same price and conditions.
4. Exit mechanisms
Shotgun clause after [3] years; tag-along and drag-along rights if a third party offers to buy [100]% of the shares.
5. Death, disability, departure
Obligation to buy back the shares at fair market value, funded by life and disability insurance; discount of [__]% in case of departure for cause.
6. Non-competition and confidentiality
During the agreement and [2] years after ceasing to be a shareholder.
Signed in [city], on [date]. Shareholders: ____________ ____________ Corporation: ____________
Free, no sign-up. Replace the sample information with your own.
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Drafting notes
- A unanimous shareholder agreement may restrict the powers of the directors and transfer them to the shareholders (s. 213 Business Corporations Act (Quebec); s. 146 CBCA).
- The shotgun clause works poorly when the shareholders’ financial means are unequal.
- Coordinate the buy-out clauses with the insurance policies and the tax implications.
How to use this template
- Download the letter in Word or PDF with the button above.
- Adapt it to your situation: your contact information, the recipient’s, the facts, dates and amounts.
- Send it and keep a dated copy.
About the author
Sonia Pin Legal counsel, business law
Sonia Pin is a legal professional specializing in business law and commercial litigation. She drafts and updates the contract and letter templates published on Avocat Montréal, with a focus on Quebec civil law (Civil Code of Québec) and the practical requirements of the courts and administrative tribunals.
