Resolution - OTC purchase of shares by the Company from a shareholder

Description

• During its existence, a corporation may agree with one of its shareholders to buy back shares that the latter holds in its own capital. The issuing corporation must then pass a resolution to purchase the shares by private agreement and the same applies to the shareholder who is a corporation.
• The available resolution is suitable for the purchase of one class of shares and the shares must have been fully paid by the shareholder.
• This resolution meets the needs of the majority of corporations for relatively simple situations and includes the documentation stated in the "Summary" tab.

• Find a wealth of information on various legal topics in our legal FAQ.

• In general, any decision concerning a company must be formalized by a resolution adopted by its board of directors.
• All company resolutions must be carefully preserved in the company's minute book, ensuring traceability and legal compliance.
• The Legal Publicity Act stipulates that companies must promptly update the identification of majority shareholders and ultimate beneficiaries with the Registre des entreprises du Québec (REQ).
• This crucial requirement aims to ensure the transparency and accuracy of public information about companies, making it easier for the public and authorities to verify their legitimacy, and reinforcing confidence and security in Quebec's business ecosystem.

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Summary

The Resolution for the purchase of private shares by the issuer from its holder includes the following documents, namely:

• Resolution of the issuing corporation concerning the purchase of the shares;
• If the issuing corporation is governed by the Quebec Business Corporations Act, the notice to be given to the shareholders or the resolution to be signed by all the shareholders in accordance with the requirements of section 89 of said Act;
• Registers of shares and transfers for information only.

• Demand note where the shares purchase price is not paid in money;
• Share certificate for any shareholder to whom will remain a balance of shares in the subject class following the purchase by private agreement.

Price

Available option