SHAREHOLDER AGREEMENTS
The agreement co-founders write before they need it.
Clear terms between co-founders. Protection when the relationship changes. Structure that holds up to investor diligence.
THE DIRECT ANSWER
What is a shareholder agreement?
A shareholder agreement is a private contract between the owners of an Ontario corporation that governs how decisions are made, how shares can be transferred, and what happens when a shareholder leaves, dies, or is forced out. It sits on top of your articles of incorporation and closes the gaps that Ontario's Business Corporations Act leaves open.
WHY IT MATTERS
The details that decide what happens when things change.
Every early-stage Ontario corporation with more than one owner needs a shareholder agreement. The document covers vesting schedules, drag-along and tag-along rights, right of first refusal on share transfers, pre-emptive rights on new issuances, buy-sell provisions triggered by death or disability, non-compete and non-solicit obligations, dispute resolution, and what happens when a co-founder wants out or has to be removed.
Without an agreement, you are relying on the OBCA defaults. Those defaults are written for arms-length parties, not for two people who started a company over coffee. They do not account for earned equity, founder disputes, or the reality of early-stage operations.
The shareholder agreement is also the document investors, lenders, and acquirers read first during diligence. A clean, current agreement signals that the cap table is stable and that the founders understand what they have built together. A missing or outdated one slows closings and sometimes kills them.
HOW WE SUPPORT YOU
Practical help across the full lifecycle.
01
Draft shareholder agreements tailored to Ontario corporations, not generic online templates.
02
Facilitate the hard conversations between co-founders before anything gets signed.
03
Layer in vesting, cliff schedules, and IP assignment so early equity stays earned.
04
Build in drag-along, tag-along, and right-of-first-refusal protections for exits and transfers.
05
Structure buy-sell provisions for death, disability, disagreement, and departure.
06
Review and redline agreements drafted by the other side before you sign.
FAQ
Common questions about shareholder agreements.
Do co-founders really need this on day one?
What's the difference between articles, bylaws, and a shareholder agreement?
What's vesting and why do we need it?
What are drag-along and tag-along rights?
Do we need this before raising money?
How much does it cost?
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