Expertises connexes

Related Expertise

Commercial Law

The unanimous shareholders’ agreement is a written document, signed by all shareholders (or by the sole shareholder depending on the circumstances). It allows for the restriction or withdrawal of the powers normally exercised by the board of directors. The existence of this agreement must be published in the Registraire des compagies so that potential shareholders are aware of its existence. It differs from a shareholders’ agreement which can be used to modulate the rights of a shareholder within the company. The withdrawal of powers from the board of directors is only possible if there is unanimity among all shareholders.

Although a unanimous shareholders’ agreement may seem interesting and relevant, it should be noted that shareholders who take away certain rights of the board are now responsible for the exercise of these powers. The right to exercise a power comes with the related obligations!

The shareholders’ agreement is similar to a marriage contract since it establishes the terms of the collaboration between the business partners. It is of paramount importance for projects of all sizes. As with the marriage contract, the drafting of a shareholder agreement is advantageous for business partners because it can clarify expectations. If it is properly drafted, the contract allows the parties to agree precisely on the way they wish to run their business and prevent many future issues.

We can help you draft and put in place a shareholders’ agreement to effectively govern your relationship with your co-shareholder(s), with a long-term perspective all the while protecting your interests. Such an agreement can:

  • provide for the maintenance of fixed ratios of shareholding;
  • establish the terms or conditions for the appointment of directors;
  • ensure the redemption of shares in case of disability, serious illness or death;
  • put in place a redemption procedure in case of voluntary or forced withdrawal;
  • put in place a redemption procedure in case of major disagreement;
  • provide for the mandatory use of arbitration in case of dispute;
  • prevent competition by shareholders while and after holding shares;
  • maintain the private status of the company by imposing a right of first refusal.

Overall, the shareholder agreement is very useful to provide details on the operating of the company and to protect shareholders. From time to time, it should be updated to follow the evolution of the company and to maintain this protection effectively.

The shareholders agreement can include different clauses:

  • right of first refusal;
  • mandatory Offer;
  • “Shotgun” clause;
  • evaluation clause;
  • payment clause;
  • insurance clause;
  • protection clause;
  • redemption by the company clause;
  • custodian – depository clause;
  • non-competition clause;
  • penalty clause;
  • arbitration clause.

In short, everything is put in place in order to leave nothing to chance and ensure the stability of relations between shareholders, all for their benefit and the benefit of the company.