Tech, AI and SaaS
Shareholder agreement
Who decides what, and what happens if a founder leaves. Setting up the company and agreeing who owns what.
What it is
A shareholder agreement is a contract among the people who own the company. It sets out who decides what, what happens to a founder’s shares if they leave, and how shares can be sold or transferred, so those answers are agreed before anyone needs them.
Without one, questions between founders fall back on the corporate statute’s default rules and your articles, which weren’t written with your company in mind. Early investors also expect to see one, and it is one of the first documents they review.
You likely need this if
- You have a cofounder, or more than one shareholder
- You’re incorporating with someone else
- A founder’s role or time commitment is changing
- An early investor or advisor is about to get shares
What the starting price includes
- Shareholder or founders agreement for two founders and one share class
- Decision-making, share transfers and founder departure terms
What can change the price
- Number of shareholders
- Investor terms
- Custom provisions
We tell you before doing anything outside the agreed scope, and agree the fee first.
Terms you’ll hear
Shareholder agreementArticles of incorporationBy-lawsUnanimous shareholder agreementVestingIndividuals with significant control
Often needed with it
Questions founders ask
Is a shareholder agreement required by law?
No. Neither the Ontario nor the federal corporate statute requires one. Without it, the statute’s default rules and your articles and by-laws decide these questions.
How is it different from a unanimous shareholder agreement?
A unanimous shareholder agreement is signed by all shareholders and can restrict the directors’ powers. To the extent it does, the shareholders take on the directors’ rights, duties and liabilities, so it matters which kind you sign.
When should we sign it?
At incorporation, or as soon as there is more than one shareholder. Founders tend to agree easily before there is money, traction or tension.
General information, not legal advice.
How it works
- A free 15-minute call. What you’re building and what you need.
- A written scope and fixed fee. Before any work starts.
- A short, tailored intake. A few focused questions for your matter, so we start with what we need.
- Drafting or review. Most work is back within three business days.