Unanimous Shareholder Agreement Template Canada

UNANIMOUS SHAREHOLDER AGREEMENT

THIS UNANIMOUS SHAREHOLDER AGREEMENT (the "Agreement") is made and entered into as of this [Day] day of [Month], [Year] (the "Effective Date").

AMONG:

[Full Legal Name of Shareholder 1], a resident of [Province/Territory], having an address at [Address] (hereinafter the "Shareholder");

AND:

[Full Legal Name of Shareholder 2], a resident of [Province/Territory], having an address at [Address] (hereinafter the "Shareholder");

AND:

[Company Name], a corporation incorporated under the laws of [Jurisdiction], having its registered office at [Address] (hereinafter the "Corporation").

(Collectively, the "Parties" and individually, a "Party").

RECITALS:

WHEREAS the Corporation is governed by the [Business Corporations Act (Province)] (the "Act");

WHEREAS the Shareholders are the legal and beneficial owners of all of the issued and outstanding shares in the capital of the Corporation;

WHEREAS the Parties desire to restrict the powers of the directors of the Corporation to manage or supervise the management of the business and affairs of the Corporation and to provide for the governance, management, and operation of the Corporation in accordance with the terms herein;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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1. OPERATIONAL DEFINITIONS

1.1 "Act" means the [Name of Provincial Business Corporations Act], as amended or replaced from time to time.

1.2 "Board" means the Board of Directors of the Corporation.

1.3 "Business Day" means a day other than a Saturday, Sunday, or statutory holiday in [Jurisdiction].

1.4 "Fair Market Value" means the price at which the shares would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell, as determined by an independent valuator.

1.5 "Shares" means all issued and outstanding shares in the capital of the Corporation, including any shares hereafter issued.

1.6 "Transfer" means any sale, assignment, pledge, hypothecation, gift, or other disposition of Shares, whether voluntary or involuntary.

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2. SUBSTANTIVE TERMS AND OBLIGATIONS

2.1 Restriction of Board Powers: To the extent permitted by the Act, the powers of the Directors of the Corporation to manage or supervise the management of the business and affairs of the Corporation are hereby restricted and delegated to the Shareholders as set forth in this Agreement.

2.2 Board Composition: The Board shall consist of [Number] directors. Each Shareholder shall have the right to nominate [Number] director(s).

2.3 Unanimous Consent: Notwithstanding any provision of the Act or the By-laws of the Corporation, no action concerning [List specific items, e.g., sale of assets, debt exceeding $X, issuance of shares] shall be taken by the Corporation without the prior unanimous written consent of the Shareholders.

2.4 Representations and Warranties: Each Shareholder represents and warrants to the others that: (a) it has the full power and authority to enter into this Agreement; (b) this Agreement constitutes a legal, valid, and binding obligation; and (c) the execution of this Agreement does not conflict with any other agreement to which it is a party.

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3. DEFAULT, TERMINATION, AND REMEDIES

3.1 Event of Default: A Party shall be in default if it breaches any material term, condition, or obligation herein and fails to cure such breach within thirty (30) Business Days following receipt of written notice specifying the nature of the default (the "Cure Period").

3.2 Remedies: In the event of an uncured default, the non-defaulting Party may, at its option: (a) Seek specific performance and injunctive relief in a court of competent jurisdiction; (b) Terminate this Agreement upon written notice; (c) Exercise any other right or remedy available at law or in equity.

3.3 Termination: This Agreement shall terminate upon the earliest of: (a) The written agreement of all Shareholders to terminate; (b) The dissolution or bankruptcy of the Corporation; (c) The date on which one Shareholder becomes the sole holder of all issued and outstanding Shares.

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4. BOILERPLATE LEGAL PROVISIONS

4.1 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.

4.2 Entire Agreement: This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations.

4.3 Force Majeure: No Party shall be liable for failure to perform any obligation hereunder if such failure is caused by an event beyond its reasonable control, including acts of God, war, or governmental regulations.

4.4 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of [Jurisdiction] and the federal laws of Canada applicable therein.

4.5 Dispute Resolution: Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by binding arbitration under the rules of the [Name of Arbitration Institute] in [City].

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5. FORMAL EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[COMPANY NAME]

Per: __________________________ Name: [Name of Signatory] Title: [Title]

SHAREHOLDER 1

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[Name of Shareholder 1]

SHAREHOLDER 2

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[Name of Shareholder 2]