[{"data":1,"prerenderedAt":523},["ShallowReactive",2],{"document-adhesion-to-the-unanimous-shareholder-agreement-D848":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":183,"customdescription":6,"mdFm":184,"mdProseHtml":522},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"ADHESION TO THE UNANIMOUS SHAREHOLDER AGREEMENT I, [INDIVIDUAL NAME], domiciled and residing at [FULL ADDRESS], declare that: As of today, I subscribe to [NUMBER] class [SPECIFY] shares issued from the share-capital of [COMPANY NAME]; I have examined the Unanimous Shareholders Agreement and I am satisfied of its content and acknowledge that a copy of such documents has been remitted to me;",null,"Adhesion to the Unanimous Shareholder 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Corporation","/template/loan-agreement-stockholder-to-corporation-D418","https://templates.business-in-a-box.com/imgs/250px/418.png",{"label":75,"url":76,"thumb":77,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":79,"url":80,"thumb":81,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"description":83,"descriptionCustom":6,"label":84,"pages":85,"size":86,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":92,"keywords":91,"url":98},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[109],{"label":110,"url":111},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":115,"descriptionCustom":6,"label":116,"pages":117,"size":118,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":123,"keywords":131,"url":132},"EMPLOYMENT AGREEMENT FOR AN EXECUTIVE This Employment Agreement for an Executive (the \"Agreement\") is made and effective this [Date], BETWEEN: [EXECUTIVE NAME] (the \"Executive\"), an individual with his main address at: AND: [COMPANY NAME] (the \"Company\"), an entity organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: Recitals In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions: TERM The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive","12",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[124,127,130],{"label":125,"url":126},"Human Resources","human-resources",{"label":128,"url":129},"Hire an Employee","hire-employee",{"label":17,"url":94},"employment agreement executive","/template/employment-agreement-executive-D543",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":137,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":142,"keywords":149,"url":150},"SHARE SUBSCRIPTION AGREEMENT This Share Subscription Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Issuer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS subject to the terms and conditions of this Agreement, the Purchaser wishes to subscribe for and purchase from the Issuer [NUMBER] Class A common shares (the \"Subscribed Shares\") which, together with the [NUMBER] issued and outstanding Class A common shares of the Issuer to be purchased from [COMPANY NAME] on [DATE], will ultimately result in the Purchaser becoming the registered holder and beneficial owner of [PERCENTAGE %] of the issued and outstanding equity and voting shares of the Issuer; WHEREAS the Issuer wishes to accept said subscription and has agreed to allot and issue to the Subscribed Shares to the Purchaser, subject to the terms and conditions of this Agreement; NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE CONDITIONS AND COVENANTS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS: DEFINITIONS In this Agreement unless specifically defined otherwise or the context otherwise requires, the following terms shall have the following meanings, and the terms defined elsewhere herein shall have the meaning there defined: \"Agreement\" means this Share Subscription Agreement including all schedules attached hereto, all of which are incorporated herein by reference and form part hereof and all amendments and supplements hereto and the terms \"herein\", \"hereof\", \"hereto\", \"hereunder\", and like terms refer to this Agreement. \"Assets\" means the undertaking, property and assets of the Issuer as a going concern, of every kind and description and wheresoever situated, including, without limitation, real property, furniture and fittings, leases, leasehold improvements and prepaid expenses and receivables of the Issuer and all licenses, trade names, trade marks, leases, contracts, agreements and other rights and goodwill of the Issuer. \"Business\" means the Business of research and development of an electronic printing press and its related inks. \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close. \"Closing\" means the completion of the subscription for and the issue of the Shares under this Agreement by the transfer and delivery of documents of title thereto and the payment of the purchase price therefor in accordance with this Agreement. \"Closing Date\" means [HOUR], [STATE/PROVINCE] time on [DATE] or such other time or date as the [COMPANY NAME] may agree upon in writing as the time at which the Closing shall take place. \"Financial Statements\" means: the audited financial statements of the Issuer relating to its Business for the fiscal periods ended [NUMBER] through [NUMBER] inclusive, consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; and the unaudited interim financial statements of the Issuer relating to its Business for the interim fiscal period ended [NUMBER], consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; true and exact copies of which are attached as Schedule [SPECIFY] hereto. \"Funding Agreements\" has the meaning attributed thereto in Subsection 4.40. \"Intellectual Property Rights\" means all trade names, trade marks, trade mark applications, service marks, service mark applications, standard drawings, designs, copyrights, patents, patent applications, know-how, trade secrets and other intellectual property rights of the Issuer used in connection with the Business. \"Issuer Contacting Documents\" means the certificate and articles of incorporation of the Issuer and all amendments thereto together with the by-laws of the Issuer in force as of the date hereof. \"Lien\" means any interest in property or in the income or profits therefrom securing an obligation owed to, or a claim by, a Person other than the owner (which for the purposes hereof shall include a possessor under a title retention agreement and a lessee under a lease herein below described) of such property, whether such interest is based on common [YOUR COUNTRY LAW], civil [YOUR COUNTRY LAW], statute or contract, and including but not limited to any security interest, option, right, charge, call, commitment, right of first refusal, hypothec, mortgage, pledge, lien, claim, cession, transfer, assignment, encumbrance, title retention agreement, lessor's interest under a lease which would be capitalized on a balance sheet of the owner of such property or analogous interest in, of or on any property or the income or profits therefrom of a Person. \"Material Adverse Effect\" means (in connection with an event or occurrence) an effect which is materially adverse to the business, assets, liabilities, financial condition, operating results, employee relations, customer relations or business process of the Business; \"Material Adverse Change\" means an event or occurrence which has a Material Adverse Effect; \"Person or persons\" includes any individual, company, corporation, partnership, firm, trust, sole proprietorship, government authority, regulatory body or agency howsoever designated or constituted. \"Purchase Price\" has the meaning attributed thereto in Section 2; \"Subscribed Shares\" means [NUMBER] Class A common shares in the share capital of the Issuer. SUBSCRIBED SHARES Subscription. Subject to the terms and conditions contained in this Agreement, the Purchaser hereby subscribes for and agrees to purchase from the Issuer, and the Issuer hereby accepts said subscription, allots and agrees to issue to the Purchaser the Subscribed Shares free and clear of all Liens for an aggregate purchase price of [AMOUNT] (the \"Purchase Price\"), payable as set forth in Article [NUMBER]. The Purchaser shall acquire and the Issuer shall issue the Subscribed Shares in accordance with the following schedule: [NUMBER] Class A common shares at Closing; [NUMBER] Class A common shares on the first anniversary date of Closing; and [NUMBER] Class A common shares on the second anniversary date of Closing. PAYMENT OF PURCHASE PRICE AND DELIVERY OF SHARE CERTIFICATES The Purchase Price shall be paid in [NUMBER] installments as follows: Closing At Closing, [AMOUNT] shall be paid by the Purchaser by certified check or bank draft payable to or to the order of the Issuer against delivery by the Issuer of a share certificate representing [NUMBER] Class A common shares duly registered in the name of the Purchaser. First Anniversary of Closing On the first anniversary date of Closing, [AMOUNT] shall be paid by the Purchaser by certified check or bank draft payable to or to the order of the Issuer against delivery by the Issuer of a share certificate representing [NUMBER] Class A common shares duly registered in the name of the Purchaser. Second Anniversary of Closing On the second anniversary date of Closing, [AMOUNT] shall be paid by the Purchaser by certified check or bank draft payable to or to the order of the Issuer against delivery by the Issuer of a share certificate representing [NUMBER] Class A common shares duly registered in the name of the Purchaser.","Share Subscription Agreement Private_Long Form","23",186,"https://templates.business-in-a-box.com/imgs/1000px/share-subscription-agreement_private_long-form-D343.png","https://templates.business-in-a-box.com/imgs/250px/343.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#343.xml",{"title":6,"description":6},[143,146],{"label":144,"url":145},"Finance & Accounting","finance-accounting",{"label":147,"url":148},"Buy & Sell Shares","buy-sell-shares","share subscription agreement private long form","/template/share-subscription-agreement-private-long-form-D343",{"description":152,"descriptionCustom":6,"label":153,"pages":8,"size":154,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":159,"keywords":166,"url":167},"COMPANY NAME:_______________________ Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code__________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Purchase Order The following number must appear on all related correspondence, shipping papers, and invoices: P.O. NUMBER: Contact: Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code___________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Purchase Order",49,"https://templates.business-in-a-box.com/imgs/1000px/purchase-order-D1411.png","https://templates.business-in-a-box.com/imgs/250px/1411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1411.xml",{"title":6,"description":6},[160,163],{"label":161,"url":162},"Sales & Marketing","sales-marketing",{"label":164,"url":165},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",{"description":169,"descriptionCustom":6,"label":170,"pages":171,"size":86,"extension":10,"preview":172,"thumb":173,"svgFrame":174,"seoMetadata":175,"parents":177,"keywords":176,"url":182},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTNER NAME] (the \"Second Partner\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":176,"description":6},"partnership agreement",[178,179],{"label":17,"url":94},{"label":180,"url":181},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",false,{"seo":185,"reviewer":198,"legal_disclaimer":202,"quick_facts":203,"at_a_glance":205,"personas":209,"variants":234,"glossary":260,"clauses":294,"how_to_fill":345,"common_mistakes":381,"faqs":406,"industries":437,"comparisons":454,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":509,"classification":510},{"meta_title":186,"meta_description":187,"primary_keyword":188,"secondary_keywords":189},"Adhesion To The Unanimous Shareholder Agreement | Free Word Download","Free adhesion to unanimous shareholder agreement template for new shareholders joining an existing USA. Covers obligations, restrictions, and consent.","adhesion to unanimous shareholder agreement template",[190,191,192,193,194,195,196,197],"unanimous shareholder agreement adhesion form","new shareholder joinder agreement template","shareholder adhesion agreement word","usa adhesion agreement template free","joinder to shareholder agreement template","shareholder agreement accession form","unanimous shareholder agreement template canada","adding shareholder to existing agreement",{"name":199,"credential":200,"reviewed_date":201},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":204,"legal_review_recommended":202,"signature_required":202,"notarization_required":183},"advanced",{"what_it_is":206,"when_you_need_it":207,"whats_inside":208},"An Adhesion to the Unanimous Shareholder Agreement is a binding legal document by which a new or incoming shareholder formally joins an existing Unanimous Shareholder Agreement (USA) and agrees to be bound by all of its terms as though they were an original signatory. This free Word download gives you a structured, lawyer-reviewed starting point you can edit online and export as PDF to finalize before any share transfer or issuance closes.\n","Use it whenever a new investor, employee, or transferee acquires shares in a corporation that already has a Unanimous Shareholder Agreement in place — including on the issuance of new shares, the transfer of existing shares, or the conversion of a convertible instrument into equity. Most USAs require execution of an adhesion form as a condition precedent to the share transfer or issuance being valid.\n","Party identification and recitals, the core adhesion covenant binding the new shareholder to the full USA, representations and warranties, spousal or domestic-partner consent where required, counterpart execution provisions, and governing law. The document is typically one to three pages and attaches or cross-references the existing USA as a schedule.\n",[210,214,218,222,226,230],{"title":211,"use_case":212,"icon_asset_id":213},"Startup founders","Binding new co-founders or seed investors to the existing shareholder agreement before shares are issued","persona-startup-founder",{"title":215,"use_case":216,"icon_asset_id":217},"Corporate lawyers and paralegals","Closing share transfers and equity rounds efficiently without redrafting the full USA","persona-corporate-lawyer",{"title":219,"use_case":220,"icon_asset_id":221},"Private company CEOs and boards","Enforcing that every incoming shareholder is bound to the same governance restrictions as existing shareholders","persona-ceo",{"title":223,"use_case":224,"icon_asset_id":225},"Angel investors and venture capitalists","Confirming their rights and obligations under the existing USA before funding a round","persona-investor",{"title":227,"use_case":228,"icon_asset_id":229},"HR and finance teams","Processing equity grants or stock option exercises that trigger a requirement to sign the USA","persona-hr-manager",{"title":231,"use_case":232,"icon_asset_id":233},"Business partners and co-owners","Admitting a new partner or shareholder to a closely held corporation with an existing governance framework","persona-small-business-owner",[235,238,241,244,248,252,256],{"situation":236,"recommended_template":7,"slug":237},"New shareholder joining under an existing unanimous shareholder agreement","adhesion-to-the-unanimous-shareholder-agreement-D848",{"situation":239,"recommended_template":240,"slug":237},"Drafting the full shareholder governance document from scratch","Unanimous Shareholder Agreement",{"situation":242,"recommended_template":170,"slug":243},"Admitting a new partner to an LLC or partnership instead of a corporation","partnership-agreement-D12551",{"situation":245,"recommended_template":246,"slug":247},"Issuing new shares to an investor in a formal equity round","Share Subscription Agreement","share-subscription-agreement-private-long-form-D343",{"situation":249,"recommended_template":250,"slug":251},"Transferring existing shares from one party to another","Share Transfer Agreement","stock-transfer-agreement-D14069",{"situation":253,"recommended_template":254,"slug":255},"Granting equity to an employee through a stock option plan","Stock Option Agreement","employee-stock-option-agreement-D12613",{"situation":257,"recommended_template":258,"slug":259},"Restricting share transfers before a full USA is in place","Right of First Refusal Agreement","right-of-first-refusal-agreement-D5157",[261,264,267,270,273,276,279,282,285,288,291],{"term":262,"definition":263},"Unanimous Shareholder Agreement (USA)","A contract among all shareholders of a corporation — and sometimes the corporation itself — that governs ownership rights, share transfers, voting, and management, and may restrict directors' powers.",{"term":265,"definition":266},"Adhesion","In contract law, the act of a new party formally joining and becoming bound by an existing agreement without renegotiating its terms.",{"term":268,"definition":269},"Joinder","Another term for adhesion — a document by which a new party accedes to all terms of a pre-existing agreement as if they were an original signatory.",{"term":271,"definition":272},"Condition Precedent","A requirement that must be satisfied before an obligation or right becomes effective — here, signing the adhesion form is typically a condition to the share transfer closing.",{"term":274,"definition":275},"Share Transfer Restriction","A USA clause limiting when and to whom shareholders may sell or transfer their shares — commonly includes rights of first refusal, co-sale rights, and drag-along provisions.",{"term":277,"definition":278},"Right of First Refusal (ROFR)","A contractual right giving existing shareholders the opportunity to purchase shares on the same terms before a seller can transfer them to a third party.",{"term":280,"definition":281},"Drag-Along Right","A provision allowing majority shareholders to force minority shareholders to join in a sale of the company on the same terms.",{"term":283,"definition":284},"Tag-Along Right","A right allowing minority shareholders to join a majority shareholder's sale on the same terms, preventing them from being left behind in a transaction.",{"term":286,"definition":287},"Spousal Consent","A signature from a shareholder's spouse or domestic partner waiving community-property or matrimonial-regime rights to the shares, required in several jurisdictions to make transfer restrictions enforceable.",{"term":289,"definition":290},"Counterpart Execution","A provision allowing parties to sign separate identical copies of a document, each of which constitutes an original, facilitating remote or asynchronous execution.",{"term":292,"definition":293},"Representations and Warranties","Factual statements made by the incoming shareholder confirming they have authority to sign, the shares are not encumbered, and no law prevents them from joining the agreement.",[295,300,305,310,315,320,325,330,335,340],{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Recitals and Background","Identifies the corporation, the date and parties to the existing USA, the nature of the share transaction triggering the adhesion, and the new shareholder's intention to be bound.","WHEREAS, the Corporation and the Existing Shareholders entered into the Unanimous Shareholder Agreement dated [DATE] (the 'Agreement'); AND WHEREAS, [NEW SHAREHOLDER NAME] is acquiring [NUMBER] common shares of the Corporation (the 'Shares') and is required to adhere to the Agreement as a condition of such acquisition;","Failing to reference the exact date and title of the existing USA. If the recital refers to the wrong document version, disputes arise over which amendment or restatement the new shareholder is bound by.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Core Adhesion Covenant","The operative clause by which the new shareholder agrees to be bound by all terms of the USA as if they had been an original signatory, effective as of the date of share transfer or issuance.","[NEW SHAREHOLDER NAME] hereby adheres to, and agrees to be bound by, all of the terms and conditions of the Agreement as a 'Shareholder' thereunder, effective as of [EFFECTIVE DATE], as if [NEW SHAREHOLDER NAME] had been an original party to the Agreement.","Using language that binds the new shareholder only to 'applicable' provisions. Courts have declined to enforce specific restrictions — such as drag-along rights — when the adhesion clause narrowed the scope of adoption without clarity.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Identification of Share Class and Number","Specifies the exact class, number, and certificate number (if certificated) of the shares being acquired, tying the adhesion to a defined equity position.","The Shares subject to this Adhesion are [NUMBER] [CLASS] shares of [CORPORATION NAME], represented by Share Certificate No. [CERTIFICATE NUMBER] (or, if uncertificated, registered in the name of [NEW SHAREHOLDER NAME] in the Corporation's share register as of [DATE]).","Omitting the share class when the USA applies different rights to different classes. An adhesion that binds a preferred shareholder to common-shareholder obligations — or vice versa — can void key economic protections.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Representations and Warranties of the Incoming Shareholder","The new shareholder confirms they have the legal capacity and authority to sign, that the shares will be free of encumbrances, and that entering the agreement does not violate any other obligation they have.","[NEW SHAREHOLDER NAME] represents and warrants that: (a) they have full legal capacity and authority to execute this Adhesion; (b) the Shares will be held free and clear of all liens and encumbrances; and (c) execution of this Adhesion does not conflict with any law, order, or agreement to which [NEW SHAREHOLDER NAME] is a party.","Skipping representations entirely on the assumption they are implied. Without them, the corporation has no contractual basis to unwind the transaction if the incoming shareholder misrepresented their authority or the shares' title status.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Spousal or Domestic Partner Consent","A consent signed by the new shareholder's spouse or domestic partner acknowledging the share transfer restrictions and waiving any community-property or matrimonial-regime interest that could interfere with the USA's enforceability.","I, [SPOUSE/PARTNER NAME], spouse/domestic partner of [SHAREHOLDER NAME], hereby acknowledge the terms of the Agreement and agree that my community-property or matrimonial-regime interest, if any, in the Shares is subject to, and bound by, the terms of the Agreement, including all transfer restrictions.","Treating spousal consent as optional in jurisdictions where it is required. In Quebec, California, and Texas, failing to obtain spousal consent can render share transfer restrictions unenforceable against a spouse in a matrimonial property dispute.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Agreement to Execute Further Documents","Obliges the new shareholder to sign any additional documents the corporation or existing shareholders reasonably require to give effect to the USA — such as a share pledge, escrow agreement, or updated register.","[NEW SHAREHOLDER NAME] agrees to execute and deliver, at the request of the Corporation or any Shareholder, such further documents and instruments as may be reasonably necessary to carry out the purposes and intent of the Agreement and this Adhesion.","Omitting this clause and then needing to go back to the new shareholder for a supplementary pledge or escrow agreement — creating leverage for renegotiation that would not otherwise exist.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Notice Provisions","States how formal notices to the new shareholder under the USA must be delivered — email, registered mail, courier — and confirms the new shareholder's address for notice purposes.","For the purposes of the notice provisions in the Agreement, [NEW SHAREHOLDER NAME]'s address for notice is: [ADDRESS / EMAIL]. Notices shall be effective on the date of delivery confirmed by [EMAIL READ RECEIPT / REGISTERED MAIL ACKNOWLEDGEMENT].","Leaving the notice address blank or using a personal email address that changes. Notice sent to a wrong or outdated address is typically ineffective, meaning deadlines for exercising ROFR or tag-along rights can be missed.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Counterpart and Electronic Execution","Confirms the adhesion may be signed in separate counterparts — including electronically — each of which together constitutes one binding agreement.","This Adhesion may be executed in one or more counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed equivalent to original signatures for all purposes.","No electronic execution clause in jurisdictions that require explicit consent to e-signatures. Without it, a party can challenge the validity of a digitally signed adhesion form under applicable electronic commerce legislation.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Governing Law and Jurisdiction","Specifies which jurisdiction's law governs the adhesion and, by extension, its interaction with the USA — typically matching the governing law clause already in the USA.","This Adhesion shall be governed by and construed in accordance with the laws of [PROVINCE / STATE / COUNTRY], without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the courts of [JURISDICTION] for any dispute arising under this Adhesion.","Choosing a governing law that differs from the USA's governing law. Inconsistent governing-law clauses create ambiguity about which jurisdiction's courts interpret the overall shareholder agreement framework.",{"name":341,"plain_english":342,"sample_language":343,"common_mistake":344},"Effective Date and Integration","States the precise date the adhesion takes effect — typically the share transfer closing date — and confirms the adhesion forms part of and is subject to the USA.","This Adhesion is effective as of [CLOSING DATE] and forms an integral part of the Agreement. In the event of any conflict between this Adhesion and the Agreement, the Agreement shall prevail, except as expressly modified herein.","Using the signature date as the effective date when the share transfer closes on a different day. A gap between the two creates a window during which the new shareholder holds shares without being bound by the USA.",[346,351,356,361,366,371,376],{"step":347,"title":348,"description":349,"tip":350},1,"Retrieve and review the existing USA","Obtain the most recent signed and amended version of the Unanimous Shareholder Agreement, including all schedules. Confirm the parties, effective date, share classes covered, and any amendment history before drafting the adhesion.","Check the USA's definition of 'Shareholder' — some agreements distinguish between classes and only bind common shareholders to certain restrictions. The adhesion must use the same defined term.",{"step":352,"title":353,"description":354,"tip":355},2,"Identify the incoming shareholder and share details","Enter the new shareholder's full legal name (individual or entity), jurisdiction of residence or incorporation, and the exact number, class, and certificate number of shares being acquired.","For corporate shareholders, include the registered number and jurisdiction of incorporation — personal liability for the adhesion flows through the entity, not the individual signing on its behalf.",{"step":357,"title":358,"description":359,"tip":360},3,"Set the effective date","Insert the date the share transfer or issuance closes — not the signature date — as the effective date of the adhesion. Coordinate with the share transfer or subscription agreement to ensure all documents share the same closing date.","If closing occurs in tranches or on a condition-precedent basis, include a placeholder date and confirm the final date before execution.",{"step":362,"title":363,"description":364,"tip":365},4,"Complete the notice block","Enter the new shareholder's address, email, and preferred method of notice. Confirm these match the details in the share register update being processed simultaneously.","For corporate shareholders, use the registered office address plus a direct email to the officer signing the adhesion — not a generic info@ address.",{"step":367,"title":368,"description":369,"tip":370},5,"Determine whether spousal consent applies","Check the governing law jurisdiction and the new shareholder's marital or partnership status. If the jurisdiction has a community-property or matrimonial-property regime, prepare the spousal consent block and ensure the spouse signs.","In Quebec, spousal consent to share transfer restrictions is required under the Civil Code whenever shares form part of the family patrimony — confirm with a Quebec lawyer for any shareholder residing in the province.",{"step":372,"title":373,"description":374,"tip":375},6,"Attach the USA as a schedule","Attach a copy of the full USA (as currently in effect, including all amendments) as Schedule A to the adhesion. This makes the adhesion self-contained and eliminates disputes about which version the incoming shareholder was given.","Have the new shareholder initial each page of the attached USA at execution — it demonstrates they received and reviewed the document they are being bound by.",{"step":377,"title":378,"description":379,"tip":380},7,"Execute in counterparts and distribute copies","Arrange for all required signatories — the new shareholder, a corporate officer, and any spouse or domestic partner — to sign. Distribute a fully-executed copy to all existing shareholders, the new shareholder, and the corporation's minute book.","Use a timestamped e-signature platform to create an audit trail. Store the executed adhesion alongside the share register update and the underlying transfer or subscription agreement.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"Executing the adhesion after the share transfer closes","If the new shareholder holds shares for even one day before signing the adhesion, they are technically unbound by the USA during that period — creating an enforcement gap for transfer restrictions and voting obligations.","Make the adhesion a condition precedent to closing. The share transfer or subscription agreement should state explicitly that the shares will not be issued or transferred until the signed adhesion is received.",{"mistake":387,"why_it_matters":388,"fix":389},"Referencing an outdated or unamended version of the USA","If the adhesion binds the new shareholder to a superseded version, they may claim they are not bound by amendments enacted before their adhesion — including key protective provisions like drag-along rights or valuation formulas.","Attach the fully amended and restated USA as a schedule, clearly labeled with its current version date, and have the new shareholder initial it at execution.",{"mistake":391,"why_it_matters":392,"fix":393},"Omitting spousal consent in community-property jurisdictions","A spouse's undisclosed community-property interest can allow them to challenge share transfer restrictions in a divorce or estate proceeding, unraveling years of carefully negotiated shareholder governance.","Build a spousal consent checklist into the share issuance or transfer workflow. Flag any shareholder resident in Quebec, California, Texas, Arizona, or other community-property jurisdictions for mandatory consent collection.",{"mistake":395,"why_it_matters":396,"fix":397},"Using a partial or qualified adhesion covenant","Language like 'the incoming shareholder agrees to be bound by applicable provisions' invites disputes about which provisions apply — courts have declined to enforce specific clauses on this basis.","Use an unqualified adhesion covenant binding the new shareholder to all terms of the USA as a Shareholder, without carve-outs, unless there is a specific and documented negotiated exception recorded in writing.",{"mistake":399,"why_it_matters":400,"fix":401},"Failing to update the share register and minute book simultaneously","An executed adhesion that is not reflected in the corporate share register creates a mismatch between the contractual record and the corporate record — complicating future transactions, audits, and investor due diligence.","Process the share register update, share certificate issuance, and adhesion filing on the same closing date and file all three documents together in the minute book.",{"mistake":403,"why_it_matters":404,"fix":405},"Sending the adhesion for signature without attaching the USA","A court may find the adhesion unenforceable if the new shareholder can credibly argue they did not have access to the document they were agreeing to be bound by.","Always attach the current, complete USA as a schedule. For lengthy agreements, provide a summary of key restrictions alongside the full document — but both must be delivered at execution.",[407,410,413,416,419,422,425,428,431,434],{"question":408,"answer":409},"What is an adhesion to a unanimous shareholder agreement?","An adhesion to a unanimous shareholder agreement is a short legal document by which a new or incoming shareholder formally joins an existing Unanimous Shareholder Agreement and agrees to be bound by all of its terms as though they were an original signatory. It is used whenever new shares are issued or existing shares are transferred in a corporation that already has a USA in place, and it is typically required as a condition of the share transaction closing. The adhesion is usually one to three pages and attaches the full USA as a schedule.\n",{"question":411,"answer":412},"Why is an adhesion form needed if the USA already exists?","A Unanimous Shareholder Agreement binds only the parties who signed it. When a new shareholder acquires shares — whether by purchase, gift, or new issuance — they are not automatically bound by the existing USA unless they sign an adhesion or joinder. Without it, the new shareholder may transfer their shares freely, vote without restriction, or challenge governance provisions that all other shareholders accepted. The adhesion closes this gap efficiently without requiring the full USA to be re-executed.\n",{"question":414,"answer":415},"What is the difference between an adhesion and a joinder agreement?","Adhesion and joinder are functionally identical — both are short documents by which a new party accedes to all terms of a pre-existing agreement. The term \"adhesion\" is more common in Canadian civil-law and Quebec practice, while \"joinder\" is the preferred term in US and common-law jurisdictions. Both accomplish the same legal result: binding the incoming party to the original agreement as if they were a founding signatory.\n",{"question":417,"answer":418},"Does an adhesion need to be signed by all existing shareholders?","Typically, no. Most Unanimous Shareholder Agreements authorize the corporation — acting through a director or officer — to accept an adhesion on behalf of all existing shareholders, eliminating the need for every shareholder to countersign each time a new member joins. However, the specific requirements depend on the USA itself. Review the adhesion mechanics clause in your existing USA before relying on this shortcut.\n",{"question":420,"answer":421},"Is an adhesion to a unanimous shareholder agreement legally binding?","Yes, when properly executed, an adhesion is generally enforceable as a binding contract in the jurisdictions where USAs are recognized. The incoming shareholder provides consideration — the shares they are acquiring — in exchange for the rights and protections the USA confers. Courts in Canada, the US, and the UK have consistently enforced properly executed adhesion or joinder agreements. Legal review is recommended to confirm enforceability in the specific jurisdiction.\n",{"question":423,"answer":424},"What happens if a new shareholder does not sign the adhesion?","A new shareholder who holds shares without signing the adhesion is not contractually bound by the USA's transfer restrictions, voting obligations, or governance provisions. This creates a serious governance gap — the unsigned shareholder could transfer shares without triggering a right of first refusal, vote against agreed positions, or refuse to participate in a drag-along sale. Most well-drafted USAs address this by making the share transfer or issuance void or voidable if no adhesion is obtained.\n",{"question":426,"answer":427},"Can an adhesion be signed electronically?","In most jurisdictions, yes — electronic signatures on adhesion forms are valid under applicable electronic commerce or e-signature legislation, including PIPEDA and provincial equivalents in Canada, the ESIGN Act in the US, and the Electronic Communications Act in the UK. The adhesion should include an explicit counterpart and electronic execution clause. Some jurisdictions require specific consent to e-signatures; confirm requirements with counsel before relying solely on electronic execution for high-value transactions.\n",{"question":429,"answer":430},"When is spousal consent required in an adhesion?","Spousal or domestic-partner consent is required in jurisdictions with community-property or matrimonial-property regimes where the shares may form part of the shared family patrimony. This includes Quebec under the Civil Code, and US states such as California, Texas, Arizona, Nevada, Washington, Idaho, Louisiana, and Wisconsin. Without consent, a spouse can assert a community-property interest in the shares in a divorce proceeding and challenge the share transfer restrictions the other shareholders depend on.\n",{"question":432,"answer":433},"Does the adhesion need to be notarized?","Notarization is generally not required for an adhesion to a unanimous shareholder agreement in common-law jurisdictions such as most Canadian provinces, the US, and the UK. However, in Quebec and some civil-law countries, notarization or authentication may be required for certain share transactions, particularly involving immovable property held through the corporation. Confirm with local counsel if the corporation holds real property or if any party to the adhesion is resident in a notarial jurisdiction.\n",{"question":435,"answer":436},"Should the adhesion attach a copy of the full USA?","Yes — attaching the full, currently effective USA (including all amendments) as a schedule to the adhesion is strongly recommended. It creates a clear record that the incoming shareholder received and reviewed the document they are being bound by, which strengthens enforceability and eliminates future disputes about which version was in effect at the time of adhesion. Have the new shareholder initial each page of the attached agreement at execution.\n",[438,442,446,450],{"industry":439,"icon_asset_id":440,"specifics":441},"Technology / SaaS","industry-saas","Equity rounds, SAFE conversions, and employee stock option exercises frequently trigger adhesion requirements; IP and confidentiality provisions in the USA make binding all shareholders critical from day one.",{"industry":443,"icon_asset_id":444,"specifics":445},"Professional Services","industry-professional-services","Law firms, accounting practices, and consulting partnerships structured as corporations use USAs with strong non-compete and client non-solicitation provisions that must bind every incoming equity partner.",{"industry":447,"icon_asset_id":448,"specifics":449},"Real Estate and Property Development","industry-real-estate","Joint-venture corporations holding real property rely on USA transfer restrictions to prevent unwanted third parties from acquiring an interest; adhesion is required on every share transfer to maintain lender covenant compliance.",{"industry":451,"icon_asset_id":452,"specifics":453},"Manufacturing and Distribution","industry-manufacturing","Family-owned manufacturers use USAs to keep shares within defined groups; adhesion forms ensure spouses, heirs, and incoming management shareholders are bound by buyout formulas and ROFR provisions before any share transaction closes.",[455,458,460,463],{"vs":240,"vs_template_id":456,"summary":457},"","The Unanimous Shareholder Agreement is the master governance document signed by all original shareholders at formation. The adhesion is the short ancillary document used to bind each subsequent shareholder to that master agreement. You cannot use an adhesion without a USA already in place; both documents work together — the USA sets the rules, the adhesion extends them to new members.",{"vs":250,"vs_template_id":456,"summary":459},"A Share Transfer Agreement governs the commercial terms of buying and selling existing shares — price, payment, representations, and closing mechanics. An adhesion governs the new shareholder's governance obligations after the transfer. Both documents are typically required on the same closing date; the share transfer agreement moves the shares, and the adhesion binds the transferee to the existing corporate governance framework.",{"vs":461,"vs_template_id":456,"summary":462},"Shareholder Agreement (Non-Unanimous)","A standard shareholder agreement binds only its original signatories and does not automatically restrict share transfer to non-parties. A Unanimous Shareholder Agreement, by contrast, binds the corporation itself and may restrict directors' powers. The adhesion mechanism is most critical for USAs because their governance provisions — including director power restrictions — depend on all shareholders being bound.",{"vs":170,"vs_template_id":456,"summary":464},"A partnership agreement governs unincorporated partnerships or LLPs, where ownership interests are not shares and transfer mechanics differ materially. An adhesion to a USA is specific to incorporated entities with share capital. If the business is structured as a partnership, an admission of partner document — not an adhesion — is the appropriate instrument for adding new members.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Closely held corporations with a straightforward existing USA, adding a domestic shareholder in a single jurisdiction with no unusual share classes or governance conditions","Free","30–60 minutes",{"best_for":471,"cost":472,"time":473},"Multi-class share structures, cross-border shareholders, community-property spousal consent requirements, or where the USA has been amended multiple times","$300–$800 for a corporate lawyer review","1–3 business days",{"best_for":475,"cost":476,"time":477},"Complex equity rounds with investor-negotiated carve-outs from the USA, international shareholders in civil-law jurisdictions, or transactions where the USA itself requires concurrent amendment","$1,500–$5,000+","1–2 weeks",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","In the US, unanimous shareholder agreements are recognized under state corporate statutes, though their scope and enforceability vary by state — Delaware, California, and New York each treat director power restrictions differently. Joinder agreements (the US equivalent of adhesion forms) are standard practice and generally enforceable. In community-property states (California, Texas, Arizona, Nevada, Washington, Idaho, Louisiana, and Wisconsin), spousal consent to share transfer restrictions is strongly recommended to prevent a spouse from asserting a competing ownership claim.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","Canada's federal and provincial corporate statutes (CBCA, OBCA, ABCA, and equivalents) expressly recognize Unanimous Shareholder Agreements and allow them to restrict directors' statutory powers — making adhesion enforcement particularly important. In Quebec, the Civil Code's family-patrimony rules require spousal consent to share transfer restrictions in many circumstances; contracts in Quebec must also comply with French-language requirements for provincially regulated businesses. Confirm the governing provincial law matches the USA's existing governing-law clause.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","The UK does not have a statutory concept of a 'unanimous shareholder agreement' as distinct from a standard shareholders' agreement, but shareholder agreements binding all shareholders are common and enforceable under English contract law. Joinder deeds (executed as deeds, not simple contracts) are standard for adding new shareholders in the UK, requiring a witness signature rather than just counterpart execution. Stamp duty at 0.5% of the share consideration may apply to the underlying transfer and must be accounted for on the same day as execution.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","Shareholder agreement frameworks and the mechanics for adding new members vary significantly across EU member states. French, Spanish, German, and Dutch corporate law each have distinct rules on the enforceability of share transfer restrictions and the formalities required for adhesion. In France, share transfer restrictions (clauses d'agrément) must be recorded in the company's articles and followed precisely or the restriction is void. GDPR considerations arise when the adhesion form collects and processes personal data of incoming shareholders — include a data processing notice or reference to the company's privacy policy.",[500,501,502,247,503,243,504,255,505,506,507,508],"non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","employment-agreement-executive-D543","purchase-order-D1411","board-resolution-D78","minutes-of-shareholders-meeting-D16","buy-sell-agreement-D12611","corporate-governance-policy-D13943","letter-of-intent_acquisition-of-business-D5197",{"emit_how_to":202,"emit_defined_term":202},{"primary_folder":94,"secondary_folder":511,"document_type":512,"industry":513,"business_stage":514,"tags":515,"confidence":521},"partnerships-and-joint-ventures","agreement","general","all-stages",[516,517,518,519,520],"equity","partnership","governance","shareholder-agreement","adhesion",0.92,"\u003Ch2>What is an Adhesion to the Unanimous Shareholder Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Adhesion to the Unanimous Shareholder Agreement\u003C/strong> is a binding legal document by which a new or incoming shareholder formally joins an existing Unanimous Shareholder Agreement (USA) and agrees to be bound by all of its terms as if they had been an original signatory on the day the USA was first executed. Rather than requiring the entire USA to be renegotiated or re-executed each time the shareholder register changes, the adhesion form acts as a compact accession instrument — typically one to three pages — that extends the full weight of the existing governance framework to every new equity holder. It is commonly required as a condition precedent to any share issuance, transfer, or conversion of a convertible instrument into equity in a corporation where a USA is already in place.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed adhesion, a new shareholder holds shares entirely outside the governance obligations that all other shareholders accepted. They can transfer shares without triggering a right of first refusal, vote without restriction, and refuse to participate in a drag-along sale — unraveling protections that took considerable negotiation to establish. In the worst case, an unsolicited third party acquires shares from an unrestricted holder and gains access to confidential company information, board influence, or a blocking position in a future transaction. Most well-drafted USAs address this by making any share transfer void or voidable unless an adhesion is obtained — but that clause only works if the adhesion is collected before closing, not after. This template gives corporations, founders, and their counsel a clean, structured starting point to close that gap on every share transaction, without the cost and delay of drafting from scratch.\u003C/p>\n",1779808998004]