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Understanding your

Unanimous Shareholders Agreement


The following is no substitute for advice provided by a lawyer specifically for you. It is intended only to help you understand that advice. No responsibility is taken for any problems arising except due to paid legal advice.

©1996 Jaques Law Office. All Rights Reserved.


A Unanimous Shareholders Agreement is an agreement, like any other, but more. By law, it can take powers and responsibilities normally held by directors, and transfer them to the Shareholders. Further, if there is proper notice (to the Corporations Branch, and a notation on share certificates), it can bind future shareholders, whether they sign or not. Yet, it is an agreement, so can be enforced like any other contract.

Some common clauses are explained, below.




Declaration of Unanimous Shareholders Agreement


Director's Powers

Board of Directors

Shareholder's Participation

Shareholders' Meetings

Directors' Meetings

Profits, Benefits

Shotgun Buy/Sell

Controls on Share Ownership

Right of First Refusal

Sale by Holding Company to Affiliate

Sale of Shares upon notice

Corporate Loans from shareholders



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