Shareholder & cofounder agreements
A private contract among the owners of a corporation that sets out each shareholder’s rights and obligations, and establishes how ownership, control, and key decisions are handled as the business evolves.
We help with shareholder agreements two ways: drafting a new agreement built around your business, and reviewing an agreement you’ve been asked to sign. Both are flat-fee and scoped before any work begins.
Most co-founder disputes don’t come from bad intentions. They come from never having agreed what happens when things change — a founder wants to leave, two owners deadlock on a major decision, someone stops contributing but keeps their shares. The time to decide how those moments play out is now, while everyone’s interests are aligned. A clear, well-drafted shareholder agreement turns what could be a costly dispute into a simple process you already agreed to follow.
Drafting
We draft a new shareholder agreement from the ground up, tailored to your ownership structure and the terms you and the other owners agree on.
A well-drafted shareholder or cofounder agreement typically addresses:
Who sits on the board, how directors are chosen, and which major decisions need shareholder approval and at what voting threshold — so control is clear from the outset.
When and how an owner can sell or transfer shares: restrictions on selling to outsiders, permitted transfers to family or holding companies, and rights of first offer or refusal that keep ownership within the group.
Protections on a sale — letting minority owners join a deal on the same terms, and letting a majority deliver the full sale a buyer wants.
What happens when an owner dies, becomes disabled, divorces, goes bankrupt, or leaves the business.
A clear mechanism for breaking a stalemate when owners can’t agree on a major decision, so the business keeps moving.
Protecting the business from disclosure of confidential information and, where appropriate, from owners competing against it.
We tailor the agreement to your business — the industry, how it operates, the people behind it, and where you’re taking it.
Just getting started? See business formation & corporate organizationBefore drafting, we work through a few threshold questions that shape the whole agreement:
You tell us about the corporation, who owns what, and the shareholders involved, so we understand your ownership structure before we talk.
We get on a call to understand the business, the owners, and what you want protected — then scope the engagement, confirm your flat fee, and agree the key terms.
We draft the shareholder agreement around those terms and revise it with you until it reflects exactly how you want ownership, control, and exits to work.
All shareholders sign the finalized agreement, and you receive a fully executed copy for your corporate records.
Review
Handed a shareholder agreement to sign — by a co-founder, an investor, or a corporate counterparty? We review it as your own lawyer, explain what each part means in plain language, flag the risks and anything one-sided or missing, and tell you what’s worth negotiating before you commit.
A clear risk summary including:
Share the agreement and any related documents, and tell us what you’re being asked to sign and by when.
We read it in full and assess the terms, the risks, and anything missing, unusual, or one-sided — measured against where you stand.
We give you a summary of the key terms, a summary of the risks we’ve flagged, and specific recommendations on the clauses we believe you should push back on before signing.
Let’s build the agreement that protects you and your co-owners. The first conversation is on us.
Book a callThe information above is general in nature and is not legal advice. Every situation and transaction is different, and advice tailored to your specific circumstances is required to address your particular needs. If you have questions, contact Align Counsel at info@aligncounsel.ca.