Unanimous shareholder agreement

Description

• The unanimous shareholder agreement is an agreement among all the shareholders of a same corporation to restrict the powers of the directors.
• Under the terms of the unanimous shareholder agreement, the powers of the directors can be withdrawn or restricted in one of the following manners, namely:
• Imposing on directors a special majority for decision-making;
• Ratification of their decisions by the shareholders; or
• Total withdrawal of powers from the directors and their transfer to the shareholders.
• The unanimous shareholder agreement, available on this website, is a document that provides the main clauses of which an overview is given in the "Summary" tab above.

• This document will meet your needs for a relatively simple unanimous shareholder agreement. For an agreement of which conditions are more complex, please contact  .

• The signing of a unanimous shareholder agreement can be very useful when shareholders of a corporation hold a number of shares much more greater than others. Indeed, the signing of such an agreement ensures that the corporation's decisions are taken by majority of votes held by shareholders rather than by the majority of directors in office.
• If the corporation's shareholders also wish to settle the administrative aspects of the corporation regarding the shareholding or the sale of shares to third parties in the event of a disagreement or death of a shareholder, please use our other service available for this purpose, namely: the "Shareholder Agreement".

Summary

• Identification of the shareholders
• Scope and precedence
• Enforceability of the agreement against holders of shares without voting rights (if necessary)
• Various clauses relating to the choice made by the shareholders among the following:
• Imposing on the board of directors a special majority for their decisions
• Ratification of the board's decisions by the shareholders prior to their enforcement/implementation
• Transfer of all powers of the board of directors to the shareholders
• Shareholders' voting rights
• Restriction on transfer of shares
• Endorsement on share certificates
• Trust and legal person
• Unanimous agreement
• Statement of existence of the agreement
• Assignment
• Dispute resolution - mediation and arbitration
• Notice
• Effective date of the agreement
• Initial period - Renewal
• Termination of the agreement
• Amendment of the agreement
• Interpretation
• Severability
• No waiver
• Counterparts
• Governing Law
• Enforceability
• Intervention
• Statements
• Closing formalities