Unanimous Shareholder Agreement British Columbia

4.3 If some shareholders accept an outside offer to purchase at least 75% (or 90%) all shareholders (including all shareholders who have not accepted the outsider`s offer to purchase) are required to sell all common shares to the outsider under the same conditions. if the foreigner wishes to acquire such shares, and only if the purchase price is at least in line with the valuation plan attached as schedule B of this agreement. A shareholders` pact defines the rights and obligations of a company`s shareholders and allows shareholders to participate in the management of certain business of the company. THIS ACCORD FIXES THE MODALITIES SELON WHAT THE PARTIES CONT, taking into account the premises and mutual agreements, as follows: Since the risks and objectives of the parties may vary depending on the circumstances, shareholder agreements must be tailored to the specific needs of the parties. In the absence of such an agreement, the conduct of a company`s management is applied in accordance with the company`s status; for example, the Business Corporations Act (British Columbia) (BCBCA), the common law and company articles. 1.19 « this agreement, » « in it, » « below, » « below, » « below, » « of it » and similar expressions refer to this agreement, not to a section, subsection, paragraph or other part of this agreement. Unlike Section 137 of the BCBCA, the CBCA and other statutes, modelled on the CBCA, including the company`s by-law in Alberta, Manitoba, New Brunswick, New Brunswick, Ontario, Quebec and Saskatchewan, recognize unanimous shareholder agreements made by all shareholders of a company. Section 146 of the CBCA provides that an otherwise lawful written agreement between all shareholders of a corporation (or among all shareholders and a third party) that completely or partially limits the power of directors to make, manage or control decisions. (c) in the event of death or permanent disability (defined as the inability to fulfil its obligations) of a founder, 10% of the shares that have not been transferred will be immediately taken care of for the benefit of the deceased`s estate. At the request of the deceased`s estate, the company will purchase all the free movement shares of the deceased`s estate at a price corresponding to the last agreed valuation of the Schedule B company, provided there is appropriate key insurance for this purpose.

Otherwise, the deceased`s estate may offer the shares in accordance with this agreement. 2. The establishment of a trust with the right to vote can have tax consequences. Again, the tax issue that prevails when setting up a voting company is whether the trust acquires control of the company. Under Canadian law, the acquisition of control has various tax consequences that can have negative consequences for both the company and its shareholders. Each company is governed by corporate law (such as the Business Corporations Act (Alberta), statutes and statutes. These documents cover the basic rules and procedures governing a capital company.