Ontario Unanimous Shareholders Agreement Between Shareholders and Nominees

Shareholder nominees are included under the provisions of this Unanimous Shareholders Agreement for Ontario business corporations.

• Shareholder loans must be secured by a security agreement over the corporation's assets, are non-interest-bearing and become immediately due and payable upon the bankruptcy or receivership of the corporation.
• Clauses providing for employment and termination of shareholders as employees.
• Non-competition and non-solicitation provisions.
• Each shareholder indemnifies the other shareholders and the directors of the corporation against liability.
• All share certificates will be held in escrow by the corporation's lawyers.
• The remaining shareholders have a right of first refusal to purchase the shares of a departing shareholder.
• In the event of a take-over offer, the minority shareholders have the option to buy out a majority shareholder or, alternatively, to consent to the take-over.
• If a shareholder wishes to withdraw, the remaining shareholders must agree on a buy-out procedure, failing which they may vote to wind up the company, sell the shares to a third party, or offer all shares of the company for sale.

If the shareholders in your company have appointed nominees, you should consider putting this Unanimous Shareholders Agreement in place.