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Shareholder Agreement Share Value
Summary
In Ontario, a Unanimous Shareholder Agreement (USA) with a share value of $1 is often for accounting purposes and does not reflect market value. All shareholders typically need to agree to sell property, and shares can only be transferred to eligible shareholders. Forced buyouts are unlikely unless specified in the USA. Legal advice and mediation can help resolve disputes. If a shareholder dies, shares may transfer according to the will or USA terms. Spouses can renounce shares, and legal fees may apply. Amendments to the USA can clarify voting rights and transfer processes.Full Conversation
In a unanimous shareholder agreement with property in Ontario where no business is done would all shareholders need to sign to sell all land
In a unanimous shareholder agreement in Ontario, typically all shareholders need to agree to sell the property. However, the specific terms of the agreement may dictate otherwise. It's important to review the agreement closely to determine the exact requirements.
Do you have a specific clause in the agreement that you'd like to discuss further?
Do you have a specific clause in the agreement that you'd like to discuss further?
no option for buyout only share transfer to eligible shareholders
It sounds like the unanimous shareholder agreement specifies that shares can only be transferred to eligible shareholders and there's no option for a buyout. Here are some potential implications:
- Transfer Restrictions: Shares can only be transferred to pre-approved or eligible shareholders.
- No Buyout Option: Shareholders cannot force a buyout of their shares.
- Decision-Making: All shareholders must agree on any major decisions, including the sale of the property.
Would you like to know more about how to handle disputes or transfers in such agreements?
- Transfer Restrictions: Shares can only be transferred to pre-approved or eligible shareholders.
- No Buyout Option: Shareholders cannot force a buyout of their shares.
- Decision-Making: All shareholders must agree on any major decisions, including the sale of the property.
Would you like to know more about how to handle disputes or transfers in such agreements?
How can you handle a shareholder who is proposing a forced buyout or else court forces a sell off is that likely something the court would do
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Handling a shareholder proposing a forced buyout can be complex. Here are some general points:
- Courts usually uphold the terms of the unanimous shareholder agreement.
- Forced buyouts or court-ordered sell-offs are less likely unless the agreement allows it or there is significant misconduct.
- Mediation or arbitration might be necessary to resolve disputes.
Would you like more information on dispute resolution methods in shareholder agreements?
Handling a shareholder proposing a forced buyout can be complex. Here are some general points:
- Courts usually uphold the terms of the unanimous shareholder agreement.
- Forced buyouts or court-ordered sell-offs are less likely unless the agreement allows it or there is significant misconduct.
- Mediation or arbitration might be necessary to resolve disputes.
Would you like more information on dispute resolution methods in shareholder agreements?
Yes
Case Rating: *
In shareholder disputes, especially with family-owned properties, mediation or arbitration can often be a more effective and less adversarial way to resolve issues. Here are some methods:
- Mediation: Involves a neutral third-party to help reach a mutually agreeable solution.
- Arbitration: A neutral arbitrator makes a binding decision after hearing both sides.
Would you like to know more about these methods or any specific legal procedures?
In shareholder disputes, especially with family-owned properties, mediation or arbitration can often be a more effective and less adversarial way to resolve issues. Here are some methods:
- Mediation: Involves a neutral third-party to help reach a mutually agreeable solution.
- Arbitration: A neutral arbitrator makes a binding decision after hearing both sides.
Would you like to know more about these methods or any specific legal procedures?
di shareholders have to accept proposals that counter the Unanimous shareholder agreement
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In Ontario, shareholders generally do not have to accept proposals that counter the Unanimous Shareholder Agreement (USA). Courts typically uphold the terms of the USA unless there's significant misconduct or legal issues.
Do you have any specific concerns about the USA you would like to discuss further?
In Ontario, shareholders generally do not have to accept proposals that counter the Unanimous Shareholder Agreement (USA). Courts typically uphold the terms of the USA unless there's significant misconduct or legal issues.
Do you have any specific concerns about the USA you would like to discuss further?
what is the implication of setting a share value of * dollar
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Setting a share value of $* in a Unanimous Shareholder Agreement in Ontario typically implies:
- Nominal Value: Each share is assigned a nominal value of $*, often for accounting purposes.
- Ownership Structure: Establishes the ownership structure of the corporation.
- No Market Reflection: It does not reflect the market value of the shares or the property.
Do you have any specific concerns about how this $* value might affect your ownership or decision-making?
Setting a share value of $* in a Unanimous Shareholder Agreement in Ontario typically implies:
- Nominal Value: Each share is assigned a nominal value of $*, often for accounting purposes.
- Ownership Structure: Establishes the ownership structure of the corporation.
- No Market Reflection: It does not reflect the market value of the shares or the property.
Do you have any specific concerns about how this $* value might affect your ownership or decision-making?
yes does it prevent buyouts when the Agreement only specifies transfers
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When a Unanimous Shareholder Agreement (USA) specifies transfers but not buyouts, it generally means:
- Transfer Restrictions: Shares can only be transferred to eligible shareholders, as per the terms of the agreement.
- No Buyout Option: Shareholders cannot force a buyout of their shares, as the USA does not provide for this option.
Would you like more details on how this affects your situation or any specific clauses in your agreement?
When a Unanimous Shareholder Agreement (USA) specifies transfers but not buyouts, it generally means:
- Transfer Restrictions: Shares can only be transferred to eligible shareholders, as per the terms of the agreement.
- No Buyout Option: Shareholders cannot force a buyout of their shares, as the USA does not provide for this option.
Would you like more details on how this affects your situation or any specific clauses in your agreement?
yes
Case Rating: *
It seems like the Unanimous Shareholder Agreement (USA) you're dealing with has specific clauses about share transfers and no buyout options, which could complicate matters if a shareholder wants to force a buyout.
Would you like to know more about how to navigate or possibly amend these clauses within your USA?
It seems like the Unanimous Shareholder Agreement (USA) you're dealing with has specific clauses about share transfers and no buyout options, which could complicate matters if a shareholder wants to force a buyout.
Would you like to know more about how to navigate or possibly amend these clauses within your USA?
no I want to prevent a forced buyout and loss of the family cottage
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To prevent a forced buyout and loss of the family cottage in Ontario, you can consider the following steps:
- Review the Agreement: Ensure the Unanimous Shareholder Agreement (USA) explicitly prohibits forced buyouts.
- Legal Advice: Consult a lawyer to explore legal options and protections.
- Mediation: Consider mediation to resolve disputes amicably.
Would you like more information on legal protections or mediation services?
To prevent a forced buyout and loss of the family cottage in Ontario, you can consider the following steps:
- Review the Agreement: Ensure the Unanimous Shareholder Agreement (USA) explicitly prohibits forced buyouts.
- Legal Advice: Consult a lawyer to explore legal options and protections.
- Mediation: Consider mediation to resolve disputes amicably.
Would you like more information on legal protections or mediation services?
yes
Case Rating: *
To prevent a forced buyout and protect your family cottage, consider these steps:
- Review the Agreement: Ensure the USA explicitly prohibits forced buyouts.
- Legal Advice: Consult a lawyer for legal options and protections.
- Mediation: Use mediation to resolve disputes amicably.
Would you like more information on legal protections or mediation services?
To prevent a forced buyout and protect your family cottage, consider these steps:
- Review the Agreement: Ensure the USA explicitly prohibits forced buyouts.
- Legal Advice: Consult a lawyer for legal options and protections.
- Mediation: Use mediation to resolve disputes amicably.
Would you like more information on legal protections or mediation services?
can shareholder directors who are in arrears still have a vote
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In Ontario, whether shareholder directors who are in arrears can vote depends on the terms of the Unanimous Shareholder Agreement (USA) or the corporation's bylaws. Generally, they can still vote unless the USA or bylaws state otherwise.
Do you have specific terms in your USA or bylaws that address this situation?
In Ontario, whether shareholder directors who are in arrears can vote depends on the terms of the Unanimous Shareholder Agreement (USA) or the corporation's bylaws. Generally, they can still vote unless the USA or bylaws state otherwise.
Do you have specific terms in your USA or bylaws that address this situation?
ni
Case Rating: *
It sounds like you're dealing with a complex shareholder issue. While shareholder directors in arrears typically retain their voting rights unless explicitly restricted by the USA or bylaws, it might be useful to review your agreement for specific clauses.
Would you like more detailed information about drafting or modifying shareholder agreements to address such situations?
It sounds like you're dealing with a complex shareholder issue. While shareholder directors in arrears typically retain their voting rights unless explicitly restricted by the USA or bylaws, it might be useful to review your agreement for specific clauses.
Would you like more detailed information about drafting or modifying shareholder agreements to address such situations?
What happens if a director shareholder dies does the spouse have to accept the share
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In Ontario, if a director-shareholder dies, the handling of their shares depends on the terms outlined in the Unanimous Shareholder Agreement (USA) and corporate bylaws. Here are some general points:
- Transfer on Death: The shares may transfer to the spouse or another heir as specified in the will.
- USA Terms: The USA may outline specific procedures for share transfer on death.
Do you have specific terms in your USA regarding the transfer of shares upon a shareholder's death?
In Ontario, if a director-shareholder dies, the handling of their shares depends on the terms outlined in the Unanimous Shareholder Agreement (USA) and corporate bylaws. Here are some general points:
- Transfer on Death: The shares may transfer to the spouse or another heir as specified in the will.
- USA Terms: The USA may outline specific procedures for share transfer on death.
Do you have specific terms in your USA regarding the transfer of shares upon a shareholder's death?
Paying of taxes and fees to assume the share
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In Ontario, when assuming shares after a shareholder's death, the process typically involves:
- Paying Taxes: Depending on the estate's value, there may be estate administration taxes.
- Legal Fees: Costs associated with transferring shares and updating legal documents.
Would you like more detailed information on the specific taxes or fees involved in transferring shares after a shareholder's death?
In Ontario, when assuming shares after a shareholder's death, the process typically involves:
- Paying Taxes: Depending on the estate's value, there may be estate administration taxes.
- Legal Fees: Costs associated with transferring shares and updating legal documents.
Would you like more detailed information on the specific taxes or fees involved in transferring shares after a shareholder's death?
yes
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In Ontario, assuming shares after a shareholder's death involves estate administration taxes and legal fees. Specific costs depend on the estate's value and legal requirements.
Would you like to know more about the specific taxes or fees involved in transferring shares after a shareholder's death?
In Ontario, assuming shares after a shareholder's death involves estate administration taxes and legal fees. Specific costs depend on the estate's value and legal requirements.
Would you like to know more about the specific taxes or fees involved in transferring shares after a shareholder's death?
share value is * dollar
Case Rating: *
In Ontario, assuming shares after a shareholder's death with a nominal share value of $* might involve minimal taxes and fees. However, the actual costs can vary based on the estate's total value and legal requirements.
Would you like more information on how to estimate these costs or the specific steps involved in the share transfer process?
In Ontario, assuming shares after a shareholder's death with a nominal share value of $* might involve minimal taxes and fees. However, the actual costs can vary based on the estate's total value and legal requirements.
Would you like more information on how to estimate these costs or the specific steps involved in the share transfer process?
how long does the spouse have to assume the share and what hair they don’t want it
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In Ontario, the time frame for a spouse to assume shares after a shareholder's death is generally guided by the terms of the Unanimous Shareholder Agreement (USA) and probate process. If the spouse doesn't want the shares, they may renounce their inheritance, and the shares may then be distributed according to the estate plan or USA.
Would you like more details on the probate process or the renunciation of shares?
In Ontario, the time frame for a spouse to assume shares after a shareholder's death is generally guided by the terms of the Unanimous Shareholder Agreement (USA) and probate process. If the spouse doesn't want the shares, they may renounce their inheritance, and the shares may then be distributed according to the estate plan or USA.
Would you like more details on the probate process or the renunciation of shares?
yes
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In Ontario, the probate process and renunciation of shares can be complex. Here are some details:
- Probate Process: The time frame depends on the court and the complexity of the estate.
- Renunciation: The spouse can formally renounce their inheritance, and shares will be redistributed according to the estate plan.
Would you like to know more about the specific steps involved in renouncing shares?
In Ontario, the probate process and renunciation of shares can be complex. Here are some details:
- Probate Process: The time frame depends on the court and the complexity of the estate.
- Renunciation: The spouse can formally renounce their inheritance, and shares will be redistributed according to the estate plan.
Would you like to know more about the specific steps involved in renouncing shares?
can they request a buyout if there are no buyout clause in the agreement or can they request money for a transfer to an eligible transferee
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In Ontario, if there's no buyout clause in the Unanimous Shareholder Agreement (USA), shareholders generally cannot force a buyout. However, they can request money for a transfer to an eligible transferee, but this would depend on the terms of the USA and the willingness of the eligible transferee.
Would you like to know more about how to negotiate such transfers or the legal implications of these actions?
In Ontario, if there's no buyout clause in the Unanimous Shareholder Agreement (USA), shareholders generally cannot force a buyout. However, they can request money for a transfer to an eligible transferee, but this would depend on the terms of the USA and the willingness of the eligible transferee.
Would you like to know more about how to negotiate such transfers or the legal implications of these actions?
Yes
Case Rating: *
In Ontario, negotiation for share transfers and understanding the legal implications is crucial. Here are some points to consider:
- Review the USA for any clauses about forced buyouts or transfers.
- Consider mediation to negotiate terms.
- Consulting a lawyer may provide clarity on your rights and obligations.
Would you like more information on negotiating transfers or legal implications?
In Ontario, negotiation for share transfers and understanding the legal implications is crucial. Here are some points to consider:
- Review the USA for any clauses about forced buyouts or transfers.
- Consider mediation to negotiate terms.
- Consulting a lawyer may provide clarity on your rights and obligations.
Would you like more information on negotiating transfers or legal implications?
yes
Case Rating: *
To negotiate share transfers or understand the legal implications, consider these steps:
- Review the Unanimous Shareholder Agreement (USA) for any relevant clauses.
- Use mediation to negotiate agreeable terms.
- Consult a lawyer for clarity on your rights and obligations.
Would you like more detailed information on any specific aspect of this process?
To negotiate share transfers or understand the legal implications, consider these steps:
- Review the Unanimous Shareholder Agreement (USA) for any relevant clauses.
- Use mediation to negotiate agreeable terms.
- Consult a lawyer for clarity on your rights and obligations.
Would you like more detailed information on any specific aspect of this process?
can the spouse vote if they have not yet accepted and transferred the share into their name
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In Ontario, whether a spouse can vote without officially accepting and transferring the shares into their name depends on the terms of the Unanimous Shareholder Agreement (USA) and corporate bylaws. Typically, legal ownership and rights, including voting rights, are transferred once the shares are officially accepted.
Would you like more information on the specific terms of your USA or the process of accepting shares?
In Ontario, whether a spouse can vote without officially accepting and transferring the shares into their name depends on the terms of the Unanimous Shareholder Agreement (USA) and corporate bylaws. Typically, legal ownership and rights, including voting rights, are transferred once the shares are officially accepted.
Would you like more information on the specific terms of your USA or the process of accepting shares?
nothing is in in bylaws or USA
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In Ontario, if the Unanimous Shareholder Agreement (USA) and bylaws do not address whether a spouse can vote before officially accepting and transferring shares, it may require legal interpretation or amendment.
Would you like more detailed information on how to amend the USA or next steps?
In Ontario, if the Unanimous Shareholder Agreement (USA) and bylaws do not address whether a spouse can vote before officially accepting and transferring shares, it may require legal interpretation or amendment.
Would you like more detailed information on how to amend the USA or next steps?
yes
Case Rating: *
In Ontario, if your Unanimous Shareholder Agreement (USA) and bylaws don't address specific scenarios like a spouse voting before officially accepting shares, it might be beneficial to amend the USA to clarify these points.
Would you like to know more about the process of amending the USA or next steps?
In Ontario, if your Unanimous Shareholder Agreement (USA) and bylaws don't address specific scenarios like a spouse voting before officially accepting shares, it might be beneficial to amend the USA to clarify these points.
Would you like to know more about the process of amending the USA or next steps?
If a resolution of the board of directors resolved one common share in the capital of the corporation is hereby allotted and issued as fully paid and non accessible to each of the shareholders at a price , hereby fixed by the board of * dollar per share
Case Rating: *
In Ontario, a board resolution to issue a common share at $* can have several implications:
- Ownership Structure: Allotting shares at a nominal value helps establish ownership.
- Decision-making: Helps in voting and decision-making processes.
- Accounting: Simplifies the accounting of share capital.
Is there a specific concern about how this impacts your situation?
In Ontario, a board resolution to issue a common share at $* can have several implications:
- Ownership Structure: Allotting shares at a nominal value helps establish ownership.
- Decision-making: Helps in voting and decision-making processes.
- Accounting: Simplifies the accounting of share capital.
Is there a specific concern about how this impacts your situation?
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