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Limited Company Agreement

Limited Company Agreement Template for Canada

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Key Requirements PROMPT example:

Limited Company Agreement

"I need a Limited Company Agreement for a technology startup based in Ontario, Canada, with three founding shareholders who will all serve as directors, including specific provisions for future venture capital investment rounds planned for March 2025."

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Document background
The Limited Company Agreement serves as the foundational document for companies incorporated in Canada, whether under federal or provincial jurisdiction. This agreement is essential when establishing a new corporation or restructuring an existing one, particularly when multiple shareholders are involved. It comprehensively addresses corporate governance, shareholder rights and obligations, share transfer restrictions, and management procedures. The document ensures compliance with Canadian corporate law requirements, including the Canada Business Corporations Act (CBCA) or relevant provincial legislation, while providing flexibility for company-specific needs. It's particularly crucial for companies seeking investment, planning for growth, or requiring clear governance structures to prevent future disputes.
Suggested Sections

1. Parties: Identifies all founding shareholders and the company as parties to the agreement

2. Background: Sets out the context and purpose of forming the company and entering into this agreement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Share Capital and Shareholders: Details the company's share structure, classes of shares, and rights attached to shares

5. Share Transfers: Establishes procedures and restrictions for transferring shares, including right of first refusal

6. Corporate Governance: Outlines the management structure, director appointment process, and decision-making procedures

7. Shareholders' Meetings: Specifies procedures for calling and conducting shareholder meetings, voting rights, and quorum requirements

8. Directors' Duties and Powers: Defines directors' responsibilities, powers, and limitations

9. Reserved Matters: Lists decisions requiring special majority or unanimous shareholder approval

10. Financial Matters: Covers dividend policy, capital contributions, and financial reporting requirements

11. Confidentiality: Establishes obligations to maintain company confidentiality

12. Dispute Resolution: Sets out procedures for resolving disputes between shareholders or with the company

13. Term and Termination: Specifies the duration of the agreement and circumstances for termination

14. General Provisions: Contains standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Tag-Along and Drag-Along Rights: Include when shareholders want mechanisms for joint sale opportunities or forced sales

2. Pre-emptive Rights: Include when existing shareholders should have priority rights to purchase new share issues

3. Intellectual Property: Include when the company has significant IP assets requiring special protection

4. Non-Competition and Non-Solicitation: Include when restrictions on shareholders' competing activities are necessary

5. Management Structure: Include when specific management positions and responsibilities need to be defined

6. Dead-Lock Resolution: Include when equal shareholding exists and specific deadlock breaking mechanisms are needed

7. Share Vesting Provisions: Include when shares are to be issued subject to vesting conditions

8. Exit Strategy: Include when specific provisions for company sale or IPO are desired

Suggested Schedules

1. Schedule 1 - Share Capital Table: Details of all shareholders and their shareholdings

2. Schedule 2 - Reserved Matters List: Comprehensive list of decisions requiring special approval

3. Schedule 3 - Initial Directors and Officers: List of first directors and officers with their details

4. Schedule 4 - Deed of Adherence: Template for new shareholders to agree to the terms of the agreement

5. Schedule 5 - Business Plan: Initial business plan and strategic objectives

6. Schedule 6 - Share Valuation Methodology: Agreed method for valuing shares for transfers or issues

7. Schedule 7 - Company Policies: Key corporate policies referenced in the agreement

8. Schedule 8 - Form of Share Certificate: Template for share certificates to be issued by the company

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions









































Clauses



































Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Construction

Agriculture

Entertainment

Education

Transportation

Energy

Telecommunications

Hospitality

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Finance

Corporate Affairs

Investor Relations

Company Secretariat

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Legal Director

Corporate Lawyer

Company Director

Board Member

Compliance Officer

Corporate Governance Officer

Managing Director

Shareholder Relations Manager

Investment Manager

Business Development Director

Company Founder

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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