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Shareholder Exit Agreement Template for Canada

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Key Requirements PROMPT example:

Shareholder Exit Agreement

"I need a Shareholder Exit Agreement for our tech startup where a founding shareholder is leaving to join a competitor, so we need strong non-compete clauses and a structured payment plan over 18 months."

Document background
The Shareholder Exit Agreement is a critical document used when a shareholder wishes to terminate their ownership interest in a Canadian company, whether due to retirement, strategic sale, or other circumstances. This agreement is essential for private companies operating under Canadian federal or provincial jurisdiction, as it provides a clear framework for managing ownership transitions while protecting all parties' interests. The document typically includes detailed provisions for share valuation, payment structures, confidentiality requirements, and non-compete clauses, all tailored to comply with Canadian corporate and securities laws. It's particularly important for companies without publicly traded shares, as it provides a pre-agreed mechanism for share transfers and helps prevent potential disputes. The agreement must account for specific Canadian tax implications, securities regulations, and corporate law requirements, whether under the federal Canada Business Corporations Act or provincial legislation.
Suggested Sections

1. Parties: Identifies all parties to the agreement including the exiting shareholder(s), remaining shareholders, and the company

2. Background: Explains the context of the agreement, including current shareholding structure and reason for exit

3. Definitions: Defines key terms used throughout the agreement

4. Share Transfer Terms: Details the number and class of shares being transferred, transfer price, and payment terms

5. Valuation Mechanism: Specifies how the shares will be valued, including methodology and timing

6. Payment Terms: Outlines the structure and timing of payments for the shares

7. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and share ownership

8. Confidentiality: Obligations regarding confidential information both during and after the exit process

9. Non-Competition and Non-Solicitation: Restrictions on the exiting shareholder's future business activities

10. Release of Claims: Mutual release of claims between parties

11. Tax Matters: Handling of tax implications and responsibilities

12. General Provisions: Standard clauses including governing law, notices, amendments, and dispute resolution

Optional Sections

1. Employment Termination: Required when the exiting shareholder is also an employee/executive, addressing termination terms and benefits

2. Intellectual Property Rights: Needed when the exiting shareholder has been involved in IP creation or has access to company IP

3. Transition Services: Used when the exiting shareholder needs to provide transitional support post-exit

4. Earn-Out Provisions: Included when part of the exit payment is contingent on future performance

5. Board Resignation: Required when the exiting shareholder holds board positions

6. Family Law Compliance: Needed when family law considerations affect the share transfer

7. Drag-Along/Tag-Along Rights: Included when the exit might trigger or affect existing shareholder rights

Suggested Schedules

1. Schedule A - Share Certificate Details: Lists all share certificates being transferred, including certificate numbers and share classes

2. Schedule B - Payment Schedule: Detailed breakdown of payment amounts and dates

3. Schedule C - Valuation Report: Independent valuation report or agreed valuation calculations

4. Schedule D - Resignations: Forms of resignation from various positions (if applicable)

5. Schedule E - Release Forms: Detailed release forms and waivers

6. Appendix 1 - Current Shareholding Structure: Details of pre-exit shareholding structure

7. Appendix 2 - Post-Exit Shareholding Structure: Details of post-exit shareholding structure

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions















































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Relevant Industries

Technology

Manufacturing

Professional Services

Real Estate

Retail

Healthcare

Financial Services

Construction

Media and Entertainment

Energy

Agriculture

Transportation and Logistics

Education Services

Consulting

Relevant Teams

Legal

Finance

Corporate Governance

Executive Leadership

Board of Directors

Tax

Compliance

Corporate Affairs

Shareholder Relations

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

General Counsel

Company Secretary

Board Director

Managing Director

Financial Controller

Business Development Director

Chief Operations Officer

Compliance Officer

Corporate Governance Officer

Investment Manager

Shareholder Relations Manager

Tax Director

Industries








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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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