Shareholders Agreement vs. Unanimous Shareholders Agreement

What is the difference between a Shareholders Agreement and a Unanimous Shareholders Agreement (USA)?

A Shareholders Agreement is a private contract between some or all of the shareholders of a corporation that governs the relationship between those shareholders and may provide additional rules that apply to the governance of the corporation. 

Shareholder agreements:

  • describe how the affairs of the corporation will be conducted, and
  • is binding only to those shareholders that signed the agreement.

Unanimous Shareholders Agreements (USA) are written agreements that also govern the relationship between shareholders, but are also intended to restrict (in whole or in part), the powers of Directors to manage the business of the corporation. Unlike shareholders agreements, USAs typically include provisions that :

  • transfer the rights, duties, responsibilities, and liabilities from directors to shareholders, and
  • binds future shareholders of the corporation, whether they sign or not.

USAs are contemplated by legislation in all provinces and territories except British Columbia, Nova Scotia, and Prince Edward Island.  

If you would like a simplified shareholders agreement for your business, click here

If you would like a unanimous shareholders agreement, click here

Did this answer your question? Thanks for the feedback There was a problem submitting your feedback. Please try again later.