Unanimous shareholder agreement

In summary: it is an agreement signed by all the shareholders of a corporation, whether holding shares with or without voting rights, and under which they withdraw, in whole or in part, the powers usually reserved to directors so that they assume it themselves. The unanimous shareholder agreement must not be confused with the shareholder buy-sell agreement or the shareholder agreement.

In Details: According to corporate laws Corporate, a unanimous shareholder agreement is an agreement in writing that all the corporation's shareholders, voting and non-voting, may enter into and which is intended to restrict or withdraw the powers of the board of directors with respect to managing the business and internal affairs of the corporation, or to supervise the management thereof; this is the only shareholder agreement that corresponds to the meaning given to a unanimous shareholder agreement by corporate laws.

Despite the notification given by corporate laws, a unanimous shareholder agreement may be subject to a separate agreement or it may be included with the other provisions of a shareholder agreement, such as shares buy-sell provisions; However, only the provisions restricting the powers of the directors are subject to the provisions of corporate laws pertaining to the unanimous shareholder agreement, and the presumption provided for the new shareholders only applies to these provisions, and not the rest of the unanimous shareholder agreement. Thus, administrative provisions, namely those of the "unanimous agreement" under the corporate laws, will automatically be binding upon the new shareholders while other provisions will be binding upon only those who expressly intervene to the agreement, with the approval of the signatories. Unlike a "non-unanimous" agreement, corporate laws give to the unanimous shareholder agreement an exceptional binding character, even unconscionable, since the unanimous agreement is binding upon both directors, the corporation and the new shareholders, regardless of whether they are share subscribers or assignees.