Shareholders’ Agreement Template
A practical foundation to structure shareholder relationships.
A shareholders’ agreement sets out the fundamental rules between shareholders, including governance, share transfers, exit scenarios, confidentiality, and key protection mechanisms.
This template provides a clear, structured, and affordable contractual foundation, designed for common and straightforward business situations.
Additional information
This template is designed for entrepreneurs who want to formalize a shareholders’ agreement without engaging in a complex legal mandate.
It is a generic, non-customized document that represents a minimum viable contractual foundation.
The agreement generally covers:
- Decision-making rules between shareholders
- Restrictions on the transfer or sale of shares
- Mechanisms applicable in case of departure, death, or incapacity
- Confidentiality and non-competition obligations
- Standard general provisions (term, governing law, etc.)
- No customization is included
- Not suitable for complex corporate structures
- Does not replace a custom-drafted agreement prepared by a lawyer
- Any modification, validation, or adaptation requires a separate legal mandate with Barricad Avocats.
- The client is responsible for completing and using the template
- No refunds are available after purchase
- This product does not constitute legal advice
Two founders incorporate a company and each holds 50% of the shares.
They want to structure their relationship, prevent disputes, and clearly define the rules from day one.
This template allows them to quickly establish a contractual framework, without delays or high legal costs.
If your situation requires:
- Custom clauses
- A specific shareholding structure
- Full legal review and validation
- Our team at Barricad Avocats can assist you through a separate legal mandate.
For incorporated businesses
Incorporate your business
Build your company in Quebec or federally with a strong legal foundation from day one.
Keep your company’s annual filings up to date and maintain compliance of your corporate minute book.
Access professional legal templates to structure relationships with your employees, partners, and suppliers.
By opening a NBC business account.
A guided process, from information gathering to final document delivery.
Each step is designed to ensure compliance and legal consistency.
Tailor your incorporation to your needs (simple or advanced structure).
Each file is reviewed before delivery to ensure a reliable outcome.
Our guides on shareholder agreements
Clear resources to help you understand the legal issues involved in starting a business.
Shareholder Agreements
Protect your corporation and partners with a solid shareholders' agreement. Essential clauses, decision-making, shareholder exit and the Lexstart process.
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FAQ
Answers to your frequently asked questions.
What is a shareholders' agreement?
A shareholders' agreement is a legal contract between shareholders defining their rights, obligations, and protection mechanisms. It complements the articles of incorporation and establishes clear rules regarding governance and share transfers.
Why is a shareholders' agreement important?
A shareholders' agreement protects the business in case of conflict, shareholder withdrawal, death, or strategic disagreement. It prevents decision deadlocks and ensures structured management of shareholder relationships.
Is a shareholders' agreement mandatory in Quebec?
No. The law does not require a shareholders' agreement. However, it is strongly recommended whenever there is more than one shareholder to prevent disputes and structure contractual relationships.
I have a business partner. Are the articles enough or do we really need a shareholders' agreement?
The articles define the legal structure: share classes, general restrictions, basic governance. But they do not address the real questions that divide partners: what if one wants to sell? If one dies? If you disagree on strategy? If one starts a competing business? The shareholders' agreement answers all these questions in advance, before the situation arises. Without it, you will negotiate under pressure or in court.
Does a shareholders' agreement replace the articles of incorporation?
No. The articles define the corporation's legal structure, while the shareholders' agreement governs the contractual relationship between shareholders. Both documents serve distinct and complementary purposes.
Is the shareholders' agreement public or confidential?
The shareholders' agreement is a private and confidential document. It is not filed with the REQ and is not publicly accessible, unlike the articles of incorporation which are public. It remains between the shareholders and the corporation.
Is a shareholders' agreement useful if all shareholders are directors?
Yes. Even when shareholders serve as directors, the agreement remains essential to regulate share transfers, exit mechanisms, and protections in case of strategic disagreements.
Is a shareholders' agreement useful in a two-shareholder company?
Yes. In a 50/50 structure, a shareholders' agreement is especially important to establish deadlock resolution mechanisms in case of major disagreements.
Should the shareholders' agreement be signed before or after incorporation?
Ideally on the same day or in the days immediately following incorporation. Once the corporation is established and shares are issued, getting signatures becomes harder because shareholders already hold rights. Many entrepreneurs postpone this step and find themselves in difficulty when a disagreement arises. It should be treated as a step concurrent with incorporation.
What are the essential clauses of a shareholders' agreement?
Essential clauses typically include right of first refusal, share transfer restrictions, buy-sell mechanisms for death or disability, governance rules, non-compete provisions, and dispute resolution mechanisms.
Our team is here to answer your questions and help you find the right solution.