• 2–4 shareholders, common shares only

• Early-stage or closely-held corporations

• Straightforward buy–sell and exit terms; no complex financing

• Multiple share classes (common/preferred) and investor rights

• Founder vesting, performance milestones, or staged vesting

• Financings (SAFE/convertible notes), dividend prefs, liquidation prefs

• Detailed transfer restrictions, drag-along/tag-along, shotgun

• Enhanced governance (supermajority voting, veto matters)

• Custom valuation mechanics (independent valuator, EBITDA multiples)

General Shareholders Agreement (GSA)

A contract among shareholders setting baseline rules on ownership, governance, transfers, and dispute resolution. Suitable when directors retain normal management powers and you want flexible, tailored provisions without restricting the board by statute.

Unanimous Shareholder Agreement (USA)

A special form (recognized under Canadian corporate statutes) that may restrict or withdraw some or all powers of directors and transfer those powers to shareholders. All shareholders must be parties, and a purchaser of shares is typically deemed to be party to an existing USA. Choose a USA when you want shareholder‑level control and defined veto matters; ensure alignment with the corporation’s bylaws and minute book.

Share Purchase Agreement (SPA / Share Transfer Agreement)

Used for buying or selling shares between parties. It addresses price, representations and warranties, conditions to closing, and post‑closing covenants. An SPA is transactional and different from a GSA/USA (which governs ongoing relationships). We often draft an SPA alongside or after a shareholders agreement when ownership changes.

Not sure which you need? We’ll map your goals, cap table, and investor expectations (if applicable), then recommend GSA vs USA and whether an SPA is required.

• Capital structure: classes/series, issuance, pre‑emptive rights

• Vesting & founder departures: time‑based, milestone‑based, acceleration, repurchase on termination

• Transfers: ROFR/ROFO, permitted transfers, drag‑along/tag‑along, shotgun

• Governance: board size/appointment, information rights, supermajority thresholds, reserved/veto matters

• Economics: dividend policies, liquidation preferences (standard/participating/capped), anti‑dilution mechanics if applicable

• Valuation: appraiser selection, financial metrics (EBITDA/revenue), formulae, discounts/premiums

• Restrictive covenants: confidentiality, non‑solicitation, non‑competition (jurisdiction‑sensitive)

• Dispute resolution: negotiation, mediation, arbitration; venue and governing law

• Closing & compliance: officer certificates, registers, minute‑book updates, legends, acknowledgements

• Scoping call & intake – We confirm your objectives, stakeholders, and any investor asks.

• Cap table & doc review – Articles, by‑laws, past resolutions, SAFEs/notes, option plans.

• First draft – Tailored to your structure and priorities.

• Negotiation support – Redlines with co‑founders/investors; revision rounds as needed.

• Execution & minute‑book – Final clean copies, signatures, corporate records updated.

• Current articles, by‑laws, and any unanimous shareholder agreement (if one exists)

• Latest cap table (fully diluted) and any option/RSU plans

• Details of financings (SAFEs, notes, term sheets)

• List of reserved/veto matters you want

• Your preferences on buy–sell, valuation, and transfer rules

Do I need a USA or a standard GSA?

If you want shareholder‑level control over decisions normally made by directors, a USA may be appropriate. If you prefer board‑managed governance with targeted protections, a GSA often suffices.

Can minority holders be protected?

Yes—through information rights, tag‑along rights, supermajority thresholds, and veto matters tied to fundamental changes.

How are founders’ departures handled?

We can include vesting, repurchase rights on termination, and price adjustments based on cause/no‑cause to keep equity aligned with contribution.

What if investors want liquidation preferences or anti‑dilution?

Those terms are negotiated; we’ll align the waterfall and protective provisions with your financing instruments and corporate law.