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Venture Capital Shareholders Agreement

Venture Capital Shareholders Agreement Template for Canada

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Key Requirements PROMPT example:

Venture Capital Shareholders Agreement

"I need a Venture Capital Shareholders Agreement for my Canadian AI software company receiving a Series A investment of CAD 5 million, with specific provisions for intellectual property protection and a proposed closing date of March 15, 2025."

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Document background
The Venture Capital Shareholders Agreement is a crucial document used when a company receives venture capital investment in Canada. It serves as the foundational agreement governing the relationship between the company, its existing shareholders, and new venture capital investors. This document is typically implemented during Series A or later funding rounds, though it may also be used in significant seed rounds. The agreement must comply with both federal Canadian legislation (such as the Canada Business Corporations Act) and relevant provincial securities laws. It contains detailed provisions covering share rights, board composition, decision-making processes, share transfer restrictions, and exit mechanisms. The document is essential for protecting both investor interests (through mechanisms like anti-dilution and information rights) and founder interests (through provisions like pre-emptive rights and tag-along rights), while establishing a clear governance framework for the company's growth phase.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and venture capital investors

2. Background: Context of the agreement, including company history, purpose of investment, and current capitalization

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Share Capital and Ownership: Details of share classes, rights attached to shares, and current ownership structure

5. Subscription and Investment: Terms of the venture capital investment, including amount, valuation, and share issuance

6. Board Composition and Governance: Structure of the board, appointment rights, and voting requirements

7. Reserved Matters: List of decisions requiring special majority or investor consent

8. Share Transfer Restrictions: Limitations on transfer of shares and process for permitted transfers

9. Pre-emptive Rights: Rights of existing shareholders to participate in future share issues

10. Tag-Along Rights: Right of minority shareholders to join in sale of shares by majority

11. Drag-Along Rights: Right of majority shareholders to force minority to join in sale

12. Information Rights: Investors' rights to receive financial and operational information

13. Exit Provisions: Mechanisms and processes for company sale or IPO

14. Confidentiality: Obligations regarding confidential information

15. Dispute Resolution: Process for resolving disputes between shareholders

16. General Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Anti-Dilution Protection: Protections for investors against future down rounds, used when specifically negotiated

2. Founder Vesting: Vesting schedule for founder shares, used when founders remain actively involved

3. Employee Share Option Pool: Structure and terms of employee share options, used when company has/plans ESOP

4. Preferred Share Provisions: Special rights attached to preferred shares, used when deal involves preferred stock

5. Strategic Investor Rights: Special provisions for strategic investors, used when strategic partners are involved

6. Non-Compete and Non-Solicit: Restrictions on competitive activities, used when specifically required

7. Technology Rights: IP-related provisions, used for technology-focused companies

8. Multiple Closing Provisions: Terms for multiple investment tranches, used in staged investments

Suggested Schedules

1. Schedule A - Cap Table: Current and post-investment capitalization table

2. Schedule B - Subscription Details: Detailed terms of the investment subscription

3. Schedule C - Reserved Matters: Comprehensive list of decisions requiring special approval

4. Schedule D - Company Information: Key company details including corporate information and material contracts

5. Schedule E - Initial Business Plan: Company's current business plan and financial projections

6. Schedule F - Share Rights: Detailed rights attached to different share classes

7. Schedule G - Warranties: Standard warranties given by the company and existing shareholders

8. Schedule H - Form of Deed of Adherence: Template for new shareholders joining the agreement

9. Appendix 1 - Board Procedures: Detailed procedures for board meetings and decisions

10. Appendix 2 - Reporting Requirements: Specific requirements for financial and operational reporting

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Technology

Software

Biotechnology

Clean Energy

Financial Technology

Healthcare Technology

E-commerce

Artificial Intelligence

Telecommunications

Digital Media

Manufacturing Technology

Life Sciences

Consumer Internet

Enterprise Software

Medical Devices

Relevant Teams

Legal

Finance

Executive Leadership

Corporate Development

Investment

Compliance

Board of Directors

Corporate Governance

Investor Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Venture Capital Partner

Managing Partner

Board Director

Corporate Lawyer

Investment Manager

Compliance Officer

Chief Legal Officer

Company Founder

Executive Director

Chief Operating Officer

Industries








Teams

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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