[{"data":1,"prerenderedAt":511},["ShallowReactive",2],{"document-assignment-of-shares-D324":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":178,"customdescription":6,"mdFm":179,"mdProseHtml":510},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"ASSIGNMENT OF SHARES This Assignment of Shares (the \"Assignment\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), 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: [ASSIGNEE NAME] (the \"Assignee\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its 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Shares","/template/letter-examples-for-a-subscription-of-shares-D5163","https://templates.business-in-a-box.com/imgs/250px/5163.png",{"label":63,"url":64,"thumb":65,"extension":10},"Sale of Shares Agreement","/template/sale-of-shares-agreement-D340","https://templates.business-in-a-box.com/imgs/250px/340.png",{"label":67,"url":68,"thumb":69,"extension":10},"Tender of Shares for Acquisition","/template/tender-of-shares-for-acquisition-D351","https://templates.business-in-a-box.com/imgs/250px/351.png",{"label":71,"url":72,"thumb":73,"extension":10},"Shares Capital Description Preferred Shares","/template/shares-capital-description-preferred-shares-D1017","https://templates.business-in-a-box.com/imgs/250px/1017.png",{"label":75,"url":76,"thumb":77,"extension":10},"Agreement for Redemption of Preferred Shares","/template/agreement-for-redemption-of-preferred-shares-D316","https://templates.business-in-a-box.com/imgs/250px/316.png",{"label":79,"url":80,"thumb":81,"extension":10},"Agreement of Purchase and Sale of Shares","/template/agreement-of-purchase-and-sale-of-shares-D322","https://templates.business-in-a-box.com/imgs/250px/322.png",{"label":83,"url":84,"thumb":85,"extension":10},"Offer to Purchase Shares Agreement","/template/offer-to-purchase-shares-agreement-D334","https://templates.business-in-a-box.com/imgs/250px/334.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":96,"keywords":95,"url":102},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), 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: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR 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, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16",513,"https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":95,"description":6},"shareholders agreement",[97,99],{"label":32,"url":98},"business-legal-agreements",{"label":100,"url":101},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":90,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":112,"keywords":111,"url":117},"BUY-SELL AGREEMENT This Buy-Sell Agreement (this \"Agreement\") is made and effective this [Date], BETWEEN: [COMPANY NAME], a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: Each of the Parties listed below (each a \"Shareholder\" and collectively, the \"Shareholders\"). The Shareholders desire to promote and protect their mutual interests and the interests of the Company. Therefore, the parties hereby agree as follows: ARTICLE I PARTIES AND PURPOSE PARTIES The Shareholders own all the outstanding shares (the \"Shares\") of the [COMPANY NAME] in the amount outlined below. At this time, each Shareholder's interest in the Company is as follows: __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % __________________ owns _________________ % While this agreement is in effect, no Shareholder shall have any right to assign, encumber or dispose of his interest in the Company except as provided herein. PURPOSE The purpose of this Agreement is to protect the Corporation's management and control from persons not acceptable to all Shareholders. The other purpose is to provide a ready market in the event of the death, disability, or lifetime transfer of Shares by a Shareholder. To this end, the Shareholders have entered into this agreement to: Restrict the transfer or sale of the Shares by the Shareholders; Ensure any sale of the Shares is in the accordance with established procedures; Provide stability and continuity in the management of the Company; Maintain ownership or control of the Company ARTICLE II SALES TRANSFER RESTRICTION ON SHARES No Shareholder (or any party acting on behalf of a Shareholder) may sell or transfer its Shares, whether owned or subsequently acquired, except in accordance with the provisions of this Agreement or with the written consent of the Company and all other Shareholders. Any attempt to sell or transfer Shares (or an interest in Shares) that contravenes the terms of this agreement is null and void and is not binding on or recognized by the Company or the Shareholders. Definition of sale or transfer. The term \"sale or transfer\" includes any sale, pledge, encumbrance, gift, bequest, or other transfer of any Shares, whether or not the transfer would be made for value, or to another Shareholder, or voluntarily or involuntarily or by operation of law, or during his lifetime or upon his death Exception. A sale or transfer of a Shareholder's Shares to a trust that is wholly revocable by that Shareholder and for which that Shareholder is the sole trustee is not a prohibited sale or transfer. However, any subsequent attempted sale or transfer by the trustee of such trust shall be subject to all of the terms of this Agreement with the Shareholder (and not the trust) deemed as the Shareholder of such Shares. Legend on share certificates. Each share certificate whether presently owned or subsequently acquired, shall have the following statement conspicuously printed on its face: \"The transfer, sale, assignment of the Shares represented by this certificate is restricted by a Buy-Sell Agreement among all the Shareholders and the Corporation dated [SPECIFY]. A copy of the Buy-Sell Agreement is available for inspection during normal business hours at the principal office of the Corporation. All the terms and provisions of the Buy-Sell Agreement are incorporated by this reference and made a part of this certificate.\" ARTICLE III VOLUNTARY TRANSFER PERMITTED SALE OR TRANSFER DURING LIFETIME Any Shareholder wishing to sell or transfer its Shares must first notify each of the other Shareholders in writing. Such Shareholder (a \"Seller\") will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The notice must indicate the name of the party (the \"third party purchaser\") to whom the seller wishes to sell or transfer the offered Shares and the terms of the proposed sale or transfer. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of the notice to choose to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. During this 30-day period, the other Shareholders must collectively agree to purchase all or none of the Offered Shares. If the other Shareholders exercise their call option, they must acquire the Offering Shares on the same terms as those set out in the proposed notice of sale or transfer. These conditions will be supplemented, as necessary, by the payment conditions described in Article VI below. Notice of proposed sale. Any Shareholder wishing to sell his/her Shares shall provide a Notice of Proposed Sale. The notice must specify: the name and address of each proposed transferee; the number of Shares or the interest in Shares to be transferred; the price per Share; the terms of the proposed sale, assignment, or transfer. Permitted sale or transfer to third party purchaser. When the other Shareholders do not exercise their right to purchase all the Shares offered within the 30-day period, the seller may then conclude the sale or transfer to the third-party purchaser. However, the sale or transfer must be made on the same terms and conditions as those set out in the notice to other Shareholders. In addition, the third-party buyer must agree in writing to be bound by the terms of this contract before or at the time of the sale or transfer. If the sale or transfer to the third-party acquirer is not completed within sixty (60) days of the expiry of the other Shareholder's 30-day option period, then the authorization to sell or transfer under this agreement shall be deemed to have been withdrawn as if no sale or transfer had been considered and no notice given. ARTICLE IV INVOLUNTARY TRANSFER INVOLUNTARY LIFETIME SALE OR TRANSFER Any Shareholder who holds information that could reasonably be expected to result in an involuntary lifetime sale of his or her Shares and any person or entity that has acquired or may acquire an interest in such Shares must promptly notify each of the other Shareholders in writing. The notice must describe the nature and details of the involuntary lifetime sale and must indicate the name of the party (the \"third party transferee\"). The Shareholder will be deemed to have offered to sell its Shares (the \"Offering Shares\") to other Shareholders. The following events shall each constitute an \"Involuntary\" transfer event: the death of a Shareholder; the total mental or physical disability of a Shareholder; the termination of a Shareholder's employment with [COMPANY NAME]; and the bankruptcy or insolvency of a Shareholder. First option to other Shareholders. Each of the other Shareholders will have thirty (30) days from the effective date of this notice to elect to purchase the Offered Shares in proportion to their respective ownership of all outstanding Shares (excluding the Offered Shares) or in such other proportion as the other Shareholders may agree. If the other Shareholders exercise their option to purchase some or all of the offered Shares, they must then acquire these Shares at the purchase price and on the payment, terms described in Articles VI and VII below. Permitted sale or transfer to third party transferee. If the other Shareholders do not validly exercise their option to buy all of the Offered Shares within the 30-day period, then any remaining Offered Shares may be transferred to the third-party transferee. However, the transfer must be made on the same terms and conditions as those contained in the notice to the other Shareholders","Buy Sell Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/buy-sell-agreement-D12611.png","https://templates.business-in-a-box.com/imgs/250px/12611.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12611.xml",{"title":111,"description":6},"buy sell agreement",[113,115],{"label":17,"url":114},"finance-accounting",{"label":20,"url":116},"buy-sell-shares","/template/buy-sell-agreement-D12611",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":90,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":130},"EMPLOYEE STOCK OPTION AGREEMENT This Employee Stock Option Agreement (\"Option Agreement\") is made and entered into as of the date of grant set forth below (\"Date of Grant\") BETWEEN: [COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of [COUNTRY], with its head office located at [ADDRESS OF THE COMPANY], AND: [EMPLOYEE FULL NAME] (the \"Participant\"), an individual with his/her main address at [ADDRESS]. Pursuant to your Stock Option Grant Notice (\"Grant Notice\") and this Option Agreement, [COMPANY NAME] Inc., a [STATE] corporation (the \"Company\") has granted you an option under its [YEAR] Equity Incentive Plan (the \"Plan\") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the \"Date of Grant\"). If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan. The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows: DEFINITIONS In the following clauses: \"Participant\" means an individual who is a manager, employee or a contractor of the Company, who is selected at the discretion of the [SPECIFY] of the Company to be granted stock options; \"Option\" means the stock option that entitles the Participant to acquire shares of the Company during the Exercise Period against payment of the Exercise Price provided for in Section 3. \"Option Shares\" means the total amount of [TYPE OF SHARES] shares of the Company which are made available for purchase by the Participant by means of the present Employee Stock Option Agreement; \"Date of Grant\" means the date on which the Participant and the Company enter into this Employee Stock Option Agreement and on which the Participant receives the Option; \"Vesting\" means the to the process by which the Participant acquires the Option Shares granted to him/her through this Employee Stock Option Agreement. Subject to the provisions hereof, your Option will vest as set out in your Grant Notice. The vesting will cease upon termination of your continuous service; \"Vesting Period\" is the period of time before shares are unconditionally owned by an employee. If that person's employment terminates before the end of the vesting period, the company can buy back the shares at the original price. \"Vesting Schedule\" means a table indicating the number of Option Shares that will vest throughout the Vesting Period, which the Participant may purchase after the Vesting Period or upon the occurrence of any of the triggering events under section 16,17 and 18; \"Vested Option Shares\" means a portion of the total amount of Option Shares which the Participant has earned the right to acquire throughout the Vesting Period and the total amount of Option Shares which the Participant has earned the right to acquire after the Vesting Period has ended; \"Anniversary Date\" means the date that is [NUMBER OF YEARS] years from the Date of Grant of the Option and as of which the Option may be exercised; \"Exercise\" means the purchase of all Option Shares by the Participant after the Vesting Period has ended, or the purchase of a fraction of vested Option Shares by the Participant upon the occurrence of certain triggering events. \"Exercise Price\" means the price, determined at the Date of Grant, at which an Option Share can be purchased by the Participant; \"Exercise Period\" means the period of time during which the Participant may purchase the Option Shares; OPTION GRANT On the date of entry into force of this Agreement, (the \"Grant Date\"), the Company grants the participant an option (the \"Option\") to purchase the aggregate number of [NUMBER OF SHARES] [TYPE OF SHARES] shares of the Company as described above (the \"Option Shares\") against payment of the exercise price per share of [PRICE PER SHARE] indicated above (the \"Exercise Price\") during the exercise period beginning on [DATE THE EXERCICE PERIOD BEGINS] and ending on [DATE THE EXERCICE PERIOD ENDS], subject to all the terms and conditions of this Agreement. EXERCISE PRICE The exercise price is set at [PRICE] per share, which represents the fair market value per share of the Company on the grant date, determined by [SPECIFY] of the Company. Also, the number of common shares subject to your option and your exercise price per share may be adjusted from time to time for capital adjustments. METHOD OF PAYMENT Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make payment of the exercise price of your option in cash or by check or in any other manner permitted above, which may include one or more of the following: Bank draft or money order payable to the Company. WHOLE SHARES You may exercise your option only for whole Common Shares. VESTING RIGHTS Subject to the provisions hereof, your Option will vest as set out in your Grant Notice. The vesting will cease upon termination of your continuous service. EXERCISE. You may exercise the vested portion of your option during its term by delivering a notice (in a form designated by the Company) together with the exercise price to the Company's Plan administrator, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require. You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other documents and/or procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding taxes to the Company's Secretary, stock plan administrator, or such other person as the Company may designate, together with such additional documents as the Company may then require. By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise. If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the Date of Grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option. EXERCISE PRIOR TO VESTING (\"EARLY EXERCISE\") If permitted in your Grant Notice (i.e., the \"Exercise Schedule\" indicates \"Early Exercise Permitted\") and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option; provided, however, that: a partial exercise of your option will be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock;","Employee Stock Option Agreement","12","https://templates.business-in-a-box.com/imgs/1000px/employee-stock-option-agreement-D12613.png","https://templates.business-in-a-box.com/imgs/250px/12613.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12613.xml",{"title":126,"description":6},"employee stock option agreement",[128,129],{"label":17,"url":114},{"label":20,"url":116},"/template/employee-stock-option-agreement-D12613",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":90,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":140,"keywords":139,"url":145},"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. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":139,"description":6},"non disclosure agreement nda",[141,142],{"label":32,"url":98},{"label":143,"url":144},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":147,"descriptionCustom":6,"label":148,"pages":134,"size":90,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":159},"INVESTMENT AGREEMENT This Investment Agreement (the Agreement) is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] a Company (the \"COMPANY\") organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR NAME] the principal members of the Company (the \"Company Principals\") collectively referred to in this Agreement as the \"Company Parties.\" and existing under the laws of [STATE/PROVINCE], located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] a Company (the \"COMPANY\") organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company was formed for the purpose of further developing, commercializing, and operating the business concept identified and includes any subsequent iteration of the business concept developed by the Company Parties (the \"Business\"); WHEREAS the Investor is desirous of making an investment (the \"Investment\") in the amount of [TOTAL INVESTMENT AMOUNT] into the Company to facilitate such Business. NOW THEREFORE, in consideration of the mutual covenants and agreements herein contains, the parties hereto intending to be legally bound agree as follows: THE INVESTMENT 1.1 The Investor will make the Investment in the Company in consideration for the rights and privileges set forth in this Agreement. FUTURE ISSUANCES OF SECURITIES 2.1 From and after the date of this Agreement, the parties agree to take such further action and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other party for carrying out the purposes of this Agreement. 2.2 If at any time in the future, the Company proposes to sell and issue any debt or equity securities, or any other securities or instruments entitling the holder thereof to receive any profits, capital, assets or property of the Company (collectively, \"Securities\"), in a single transaction or series of related transactions that results in gross proceeds to the Company of at least [STATE AMOUNT] (a \"Qualified Financing\"), the Company shall deliver written notice to the Investor stating (i) its bona fide intention to offer such Securities, (ii) the amount and type of Securities to be offered and (iii) the price and terms upon which it proposes to offer such securities. Upon receipt of such notice, the Investor shall be entitled to exercise any of the rights specified in sections 3, 4 and 5. RIGHT OF FIRST OFFER 3.1 The Investor shall have the first right to purchase all the Securities to be offered and sold in such Qualified Financing at the price and on the same terms and conditions specified in the notice. RIGHT TO PARTICIPATE 4","Investment Agreement","https://templates.business-in-a-box.com/imgs/1000px/investment-agreement-D12831.png","https://templates.business-in-a-box.com/imgs/250px/12831.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12831.xml",{"title":153,"description":6},"investment agreement",[155,156],{"label":17,"url":114},{"label":157,"url":158},"Shareholders & Investors","shareholders-investors","/template/investment-agreement-D12831",{"description":161,"descriptionCustom":6,"label":162,"pages":121,"size":163,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":168,"keywords":176,"url":177},"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",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},[169,172,175],{"label":170,"url":171},"Human Resources","human-resources",{"label":173,"url":174},"Hire an Employee","hire-employee",{"label":32,"url":98},"employment agreement executive","/template/employment-agreement-executive-D543",false,{"seo":180,"reviewer":191,"quick_facts":195,"at_a_glance":198,"personas":202,"variants":227,"glossary":255,"clauses":289,"how_to_fill":334,"common_mistakes":370,"faqs":395,"industries":423,"comparisons":440,"diy_vs_lawyer":453,"jurisdictions":466,"related_template_ids_curated":487,"schema":497,"classification":498},{"meta_title":181,"meta_description":182,"primary_keyword":183,"secondary_keywords":184},"Assignment of Shares Template | BIB","Free assignment of shares template for transferring share ownership between parties. Covers share class, consideration, registry update, and signatures.","assignment of shares template",[185,186,187,188,189,190],"share transfer agreement template","stock assignment template","share transfer form template free","assignment of shares form","share assignment agreement word","equity transfer document template",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":196,"legal_review_recommended":197,"signature_required":197},"medium",true,{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"An Assignment of Shares is a short legal instrument by which a current shareholder (the assignor) formally transfers ownership of a specified number of shares to another party (the assignee). This free Word download captures the share class, quantity, consideration paid, representations by both parties, and the mechanics for updating the company's share registry — all in a single executable document.\n","Use it any time shares change hands outside of a public exchange — whether in a private company sale, a founder equity transfer, a gift to a family member, or an investor buyout. It is also required when a shareholders' agreement mandates a right of first refusal process and the company needs a standalone transfer instrument to close the transaction.\n","Assignor and assignee identification, share class and exact number of shares, purchase price or other consideration, representations and warranties from both parties, consent and waiver provisions, registry update instructions, and signature blocks for all required parties.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Departing co-founders","Transferring founder shares to remaining co-founders or the company on exit","persona-startup-founder",{"title":208,"use_case":209,"icon_asset_id":210},"Private company shareholders","Selling or gifting shares in a closely held corporation to a new owner","persona-small-business-owner",{"title":212,"use_case":213,"icon_asset_id":214},"Angel investors","Assigning a stake in a portfolio company to a successor or syndicate member","persona-investor",{"title":216,"use_case":217,"icon_asset_id":218},"Estate and trust administrators","Transferring shares held by a deceased or incapacitated shareholder to beneficiaries","persona-legal-professional",{"title":220,"use_case":221,"icon_asset_id":222},"Corporate M&A teams","Documenting share transfers in a share purchase transaction or restructuring","persona-ceo",{"title":224,"use_case":225,"icon_asset_id":226},"Family business owners","Gifting or selling shares to a family member as part of a succession plan","persona-franchise-applicant",[228,232,236,239,243,247,251],{"situation":229,"recommended_template":230,"slug":231},"Transferring shares for a negotiated purchase price between two private parties","Assignment of Shares (Sale)","assignment-of-shares-D324",{"situation":233,"recommended_template":234,"slug":235},"Transferring the entire issued share capital of a company in an acquisition","Share Purchase Agreement","share-purchase-agreement-deemed-dividend-D342",{"situation":237,"recommended_template":88,"slug":238},"Documenting a shareholder's rights and obligations before a transfer occurs","shareholders-agreement-D1016",{"situation":240,"recommended_template":241,"slug":242},"Issuing new shares to an incoming investor rather than transferring existing ones","Stock Subscription Agreement","stock-subscription-agreement-D350",{"situation":244,"recommended_template":245,"slug":246},"Granting an option to purchase shares at a future date or price","Stock Option Agreement","employee-stock-option-agreement-D12613",{"situation":248,"recommended_template":249,"slug":250},"Pledging shares as collateral for a loan without transferring ownership","Share Pledge Agreement","share-donation-agreement-D341",{"situation":252,"recommended_template":253,"slug":254},"Transferring shares as part of a buy-sell triggered by a shareholder's death","Buy-Sell Agreement","buy-sell-agreement-D12611",[256,259,262,265,268,271,274,277,280,283,286],{"term":257,"definition":258},"Assignor","The current registered shareholder who is transferring ownership of shares to another party.",{"term":260,"definition":261},"Assignee","The party receiving ownership of the shares being transferred under the assignment.",{"term":263,"definition":264},"Share Class","A category of shares with defined rights — such as common, preferred, Class A, or Class B — each carrying specific voting, dividend, and liquidation entitlements.",{"term":266,"definition":267},"Consideration","The price or other value exchanged for the shares — can be cash, a promissory note, other securities, or nominal consideration such as $1 for a gift transfer.",{"term":269,"definition":270},"Share Registry (Register of Members)","The official company record listing every shareholder, the number and class of shares they hold, and the date of each transfer.",{"term":272,"definition":273},"Right of First Refusal (ROFR)","A shareholder-agreement provision requiring a selling shareholder to offer shares to existing shareholders before transferring to an outside party.",{"term":275,"definition":276},"Transfer Restrictions","Contractual or statutory limits on who may receive shares and under what conditions — commonly found in shareholders' agreements, articles of incorporation, and bylaws.",{"term":278,"definition":279},"Stamp Duty","A government tax levied on the transfer of shares in certain jurisdictions — notably the UK and some Canadian provinces — calculated as a percentage of the consideration paid.",{"term":281,"definition":282},"Beneficial Ownership","The right to enjoy the economic benefits of shares — dividends, sale proceeds — even when legal title is held by a nominee or trustee.",{"term":284,"definition":285},"Drag-Along Right","A majority-shareholder right to compel minority shareholders to join a sale of the company on the same terms, preventing holdouts from blocking a transaction.",{"term":287,"definition":288},"Warranty","A contractual statement of fact made by a party at the time of signing — for example, that the assignor owns the shares free of any encumbrance — which gives rise to a damages claim if false.",[290,295,300,304,309,314,319,324,329],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Parties and recitals","Identifies the assignor and assignee by full legal name, entity type, and jurisdiction, and sets out the background to the transfer.","This Assignment of Shares is entered into on [DATE] between [ASSIGNOR FULL LEGAL NAME], a [ENTITY TYPE] incorporated in [JURISDICTION] ('Assignor'), and [ASSIGNEE FULL LEGAL NAME], a [ENTITY TYPE] incorporated in [JURISDICTION] ('Assignee').","Using a trade name or nickname instead of the registered legal entity name — the transfer will not match registry records, making the update impossible without a correction.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Description of shares being transferred","Specifies exactly which shares are moving: the company whose shares are involved, the share class, and the precise number of shares.","Assignor hereby assigns and transfers to Assignee [NUMBER] shares of [SHARE CLASS] stock in [COMPANY FULL LEGAL NAME] (the 'Company'), representing approximately [X]% of the issued and outstanding shares of that class as of the date of this Agreement.","Describing shares by percentage only instead of an exact number — if new shares are issued between signing and registry update, the percentage shifts and the transfer is ambiguous.",{"name":266,"plain_english":301,"sample_language":302,"common_mistake":303},"States the price or other value the assignee is paying for the shares and when and how payment will be made.","In consideration of the sum of $[AMOUNT] (the 'Purchase Price'), payable by [METHOD — wire transfer / certified cheque] on or before [DATE], the receipt and sufficiency of which Assignor hereby acknowledges, Assignor agrees to the transfer set out in this Agreement.","Leaving consideration blank or stating 'good and valuable consideration' without a dollar amount — courts in several jurisdictions treat this as evidence the transfer was a gift, with different tax and creditor implications.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Assignor representations and warranties","The assignor confirms they legally own the shares, that the shares are free of liens or encumbrances, that no third-party consent is required (or that it has been obtained), and that the transfer does not violate any agreement.","Assignor represents and warrants that: (a) Assignor is the registered and beneficial owner of the Shares free and clear of all liens, pledges, and encumbrances; (b) Assignor has full authority to transfer the Shares; (c) no consent, waiver, or approval of any third party is required that has not already been obtained.","Omitting the encumbrance representation — if the shares are pledged as loan collateral, the lender may have a prior claim that voids the transfer.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Assignee representations and warranties","The assignee confirms they have the capacity and authority to accept the shares and, where required, that they are an accredited or eligible investor under applicable securities law.","Assignee represents and warrants that: (a) Assignee has full legal capacity and authority to acquire the Shares; (b) the acquisition of the Shares does not violate any applicable law or agreement to which Assignee is a party; (c) [if applicable] Assignee is an 'accredited investor' as defined under [APPLICABLE SECURITIES LAW].","Skipping assignee representations entirely — if the assignee later turns out to be ineligible to hold shares (e.g., a foreign national in a restricted sector), the company and the assignor both face liability.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Consent and waiver of pre-emptive rights","Confirms that existing shareholders have waived their right of first refusal, pre-emption rights, or any other consent required under the shareholders' agreement or the company's constitution.","The Company and each shareholder entitled to a right of first refusal or pre-emptive right in respect of the Shares hereby waives such right with respect to the transfer contemplated by this Agreement, as evidenced by the countersignature of [COMPANY NAME] and the attached consent letters.","Proceeding to transfer without documenting the ROFR waiver — if an existing shareholder later claims they were entitled to buy the shares first, the transfer can be unwound.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Effective date and conditions precedent","States when the transfer takes legal effect — typically on the date all conditions are met, including payment of consideration and board approval — and lists any conditions that must be satisfied first.","This Assignment shall become effective on the date that: (a) this Agreement has been duly executed by both parties; (b) the Purchase Price has been received in full; and (c) the board of directors of the Company has approved the transfer in accordance with the Company's articles of incorporation ('Effective Date').","Backdating the effective date without a legitimate reason — in most jurisdictions, backdating a share transfer to move a tax event into a prior period is a criminal offence.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Registry update obligation","Requires the company to update its share register to reflect the assignee as the new registered holder promptly after the effective date and to issue any required share certificates.","The Company shall, within [5] business days of the Effective Date, update its register of members to record Assignee as the registered holder of the Shares, cancel any existing share certificate issued to Assignor in respect of the Shares, and issue a new share certificate to Assignee.","No deadline for the registry update — if the company delays, the assignee has no mechanism to compel action and may be denied voting rights or dividend payments in the interim.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — typically the jurisdiction where the company is incorporated.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising out of or in connection with this Agreement shall be resolved by [binding arbitration / litigation] in the courts of [JURISDICTION], and the parties hereby submit to the exclusive jurisdiction of those courts.","Choosing a governing law that differs from the company's incorporation jurisdiction — securities transfer rules are set by corporate statute in the place of incorporation, creating a direct conflict.",[335,340,345,350,355,360,365],{"step":336,"title":337,"description":338,"tip":339},1,"Identify all parties by their full legal names","Enter the assignor's and assignee's complete registered legal names — for individuals, their full legal name as on government ID; for entities, the exact name on the corporate registry filing. Include entity type and jurisdiction of incorporation.","Pull the exact entity name from the company's share register rather than the company's website — trade names differ from registered names more often than you'd expect.",{"step":341,"title":342,"description":343,"tip":344},2,"Specify the share class and exact number of shares","State the full name of the share class (e.g., 'Class A Common Shares') and the precise integer number of shares being transferred. Do not substitute a percentage for a share count.","Cross-reference the assignor's existing share certificate or the company's cap table to confirm both the class name and the available share count before drafting.",{"step":346,"title":347,"description":348,"tip":349},3,"State the consideration with a dollar amount","Enter the exact purchase price in a named currency. If the transfer is a gift, use nominal consideration (e.g., $1.00 CAD) and note it explicitly so there is no ambiguity about intent. Include the payment method and deadline.","For gift transfers to family members, check whether the jurisdiction deems the transfer to occur at fair market value for tax purposes regardless of the stated price.",{"step":351,"title":352,"description":353,"tip":354},4,"Confirm and document the ROFR waiver","Review the shareholders' agreement and the company's articles to identify every pre-emptive right or right of first refusal triggered by this transfer. Collect written waivers from each entitled shareholder and attach them to the executed assignment.","If the shareholders' agreement requires a formal ROFR offer process, complete and document that process before circulating the assignment for signature — not after.",{"step":356,"title":357,"description":358,"tip":359},5,"Obtain board or director approval","Most private company constitutions require board approval of share transfers. Pass a board resolution approving the transfer and file it with the company's minute book before or on the effective date.","Some articles give the board discretion to refuse a transfer — confirm the articles do not include such a refusal right before signing the assignment, or obtain board pre-approval in writing.",{"step":361,"title":362,"description":363,"tip":364},6,"Execute with all required signatures","Both assignor and assignee must sign. If the company is a party to the waiver or registry-update clause, an authorized officer must countersign on behalf of the company. Confirm whether witnesses or notarization are required in the governing jurisdiction.","Execute on or before the intended effective date — never backdate. If the closing is delayed, amend the effective-date clause rather than altering the signature date.",{"step":366,"title":367,"description":368,"tip":369},7,"Update the share register and issue new certificates","Once the effective date conditions are met, instruct the company secretary or registered agent to update the share register, cancel the assignor's certificate, and issue a new certificate to the assignee within the deadline stated in the agreement.","Keep a certified copy of the executed assignment in the company's minute book alongside the updated register — both will be requested in any future due diligence or audit.",[371,375,379,383,387,391],{"mistake":372,"why_it_matters":373,"fix":374},"Transferring shares without checking the shareholders' agreement first","Most shareholders' agreements contain ROFR, co-sale, or consent-to-transfer clauses. Ignoring them exposes the assignor to a damages claim and may allow existing shareholders to unwind the transfer entirely.","Read the shareholders' agreement and the company's articles before drafting the assignment. Obtain all required waivers and consents in writing and attach them to the executed document.",{"mistake":376,"why_it_matters":377,"fix":378},"Omitting the encumbrance representation from the assignor's warranties","If the shares are pledged as collateral, the secured lender holds a prior claim. The assignee may receive shares the company's registry cannot legally update, leaving them with no enforceable ownership.","Include a clear representation that the shares are free of all liens, charges, pledges, and encumbrances. Require the assignor to discharge any pledge before the effective date.",{"mistake":380,"why_it_matters":381,"fix":382},"Describing shares by percentage rather than exact number","Percentages shift the moment the company issues additional shares. If a new funding round closes between signing and the registry update, the assignee receives fewer shares than intended and has no written basis to compel correction.","Always state the exact integer share count. If the economic intent is a percentage, convert it to a share count as of a specified record date and state both figures.",{"mistake":384,"why_it_matters":385,"fix":386},"Backdating the effective date to shift a tax event into a prior period","In the US, Canada, the UK, and the EU, backdating a share transfer to move a capital gain or stamp-duty liability into a prior tax year is considered fraud or tax evasion and carries criminal penalties.","Use the actual date the conditions precedent are satisfied as the effective date. If timing is tax-sensitive, consult a tax adviser before signing rather than altering the date after the fact.",{"mistake":388,"why_it_matters":389,"fix":390},"Skipping board approval when the articles require it","A transfer executed without required board approval is typically void under the applicable corporate statute, meaning the assignee is not a shareholder of record and has no voting rights, dividend entitlement, or exit proceeds.","Review the articles and pass the required board resolution before the effective date. Attach the resolution to the minute book alongside the executed assignment.",{"mistake":392,"why_it_matters":393,"fix":394},"Failing to issue a new share certificate after the transfer","Without a new certificate in the assignee's name and a matching registry entry, third parties — including future investors and acquirers — will treat the original certificate as controlling, creating a title dispute that can stall a subsequent sale.","Include an explicit registry-update and certificate-issuance clause with a deadline, and confirm completion in writing before closing any subsequent transaction involving those shares.",[396,399,402,405,408,411,414,417,420],{"question":397,"answer":398},"What is an assignment of shares?","An assignment of shares is a legal document by which a registered shareholder transfers ownership of a specified number of shares in a private company to another party. It records the assignor's and assignee's details, the share class and count, the consideration paid, representations by both parties, and the steps required to update the company's share registry. It is distinct from a full share purchase agreement in that it is typically a short instrument used for straightforward private transfers rather than complex M&A transactions.\n",{"question":400,"answer":401},"When do I need an assignment of shares instead of a share purchase agreement?","Use an assignment of shares for relatively simple transfers between two parties — a departing founder selling back to the company, an investor gifting shares to a family trust, or a shareholder exiting a small private company. Use a full share purchase agreement when the transaction involves a material acquisition, complex representations and warranties about the company's business, indemnities, escrow arrangements, or regulatory approvals. The assignment is the instrument; the share purchase agreement is the full deal document.\n",{"question":403,"answer":404},"Does an assignment of shares need to be notarized?","Notarization is not required for a share assignment in most jurisdictions, including the US, Canada, and the UK. However, some foreign jurisdictions — notably certain EU civil-law countries like Germany and France — require notarization or other formalities for share transfers to be legally effective. If any party is located in or the company is incorporated in a civil-law jurisdiction, confirm local requirements before signing.\n",{"question":406,"answer":407},"What taxes apply to a share transfer?","Tax treatment depends on jurisdiction and structure. In the US, the assignor typically realizes a capital gain or loss equal to the difference between the sale price and the adjusted cost basis of the shares. In Canada, 50% of the capital gain is included in income at the assignor's marginal rate. In the UK, Stamp Duty of 0.5% of the consideration is payable by the assignee on transfers of certificated shares. In the EU, treatment varies by member state. Consult a tax adviser before completing any transfer where the tax consequences are material.\n",{"question":409,"answer":410},"Can a shareholder refuse to transfer shares?","Yes. Many private company constitutions give the board of directors discretion to decline to register a transfer — for example, to prevent shares passing to a competitor or an insolvent party. Additionally, shareholders' agreements frequently contain rights of first refusal that must be offered and waived before a transfer can proceed. Always review both documents before assuming a transfer can close on your preferred timeline.\n",{"question":412,"answer":413},"What is the right of first refusal and how does it affect a share transfer?","A right of first refusal (ROFR) is a contractual right held by existing shareholders to purchase the selling shareholder's shares at the offered price before those shares can be sold to an outside party. Transferring shares without completing the ROFR process — typically a written notice period of 15 to 30 days — entitles the ROFR holders to damages or, in some jurisdictions, to have the transfer set aside. Document each waiver in writing and attach it to the executed assignment before closing.\n",{"question":415,"answer":416},"Does the company need to sign the assignment of shares?","The company is not always a party to the core transfer between assignor and assignee, but it is typically required to countersign the registry-update clause and any consent or waiver provisions. In practice, having an authorized officer of the company sign confirms board approval and creates a clear record that the company acknowledges the new registered holder — which prevents future disputes about when ownership effectively changed.\n",{"question":418,"answer":419},"How long does a share transfer take to complete?","A straightforward domestic transfer with no ROFR complications typically takes 3 to 10 business days from the date of signing to the issuance of a new share certificate. Delays arise most often from incomplete ROFR processes, missing board resolutions, or failure to pay stamp duty before submission. Cross-border transfers involving regulatory approvals or foreign ownership restrictions can take 4 to 12 weeks.\n",{"question":421,"answer":422},"What happens to the original share certificate after the transfer?","Once the transfer is effective, the assignor's original share certificate is cancelled. The company secretary should physically mark it 'cancelled' and retain it in the minute book alongside the executed assignment for audit purposes. A new certificate is then issued to the assignee showing their name, the share class, and the number of shares. Failure to cancel the original creates a risk that the assignor could fraudulently transfer the same shares a second time.\n",[424,428,432,436],{"industry":425,"icon_asset_id":426,"specifics":427},"Technology and SaaS","industry-saas","Founder share transfers on departure trigger vesting cliffs, ROFR obligations to co-founders, and IP assignment confirmations that are typically bundled with the share assignment in a single closing package.",{"industry":429,"icon_asset_id":430,"specifics":431},"Professional Services","industry-professional-services","Equity transfers in law firms, accountancy practices, and consulting partnerships often carry regulatory restrictions on non-professional ownership, requiring a pre-transfer eligibility check before the assignment can proceed.",{"industry":433,"icon_asset_id":434,"specifics":435},"Family Business and Private Equity","industry-manufacturing","Succession-driven share gifts to children or trusts require careful consideration of deemed-disposition rules, valuation at fair market value, and the interaction with any existing buy-sell agreement triggered by the transfer.",{"industry":437,"icon_asset_id":438,"specifics":439},"Financial Services","industry-fintech","Regulated entities such as broker-dealers, investment advisers, and insurer subsidiaries often require regulatory pre-approval of any change in ownership above a threshold percentage before a share assignment becomes effective.",[441,444,447,450],{"vs":234,"vs_template_id":442,"summary":443},"","A share purchase agreement is a comprehensive acquisition document covering representations about the company's business, indemnities, conditions to closing, and post-closing obligations — appropriate for M&A transactions. An assignment of shares is a short transfer instrument used when the deal terms are already agreed or the transfer is straightforward; it records the mechanics of ownership change without the full commercial negotiation framework.",{"vs":88,"vs_template_id":445,"summary":446},"shareholders-agreement-D12685","A shareholders' agreement governs the ongoing relationship between shareholders — voting rights, dividend policy, ROFR, drag-along, and board composition. An assignment of shares executes a single transfer event within the framework that the shareholders' agreement establishes. You need the shareholders' agreement in place first; the assignment is the transaction document used when a transfer actually occurs.",{"vs":245,"vs_template_id":448,"summary":449},"stock-option-agreement-D12722","A stock option agreement grants the right to purchase shares at a fixed price at a future date — no shares change hands at signing. An assignment of shares transfers existing shares immediately upon execution and payment of consideration. Options are used to incentivize employees and advisers; assignments transfer already-issued shares between parties who have agreed to transact now.",{"vs":253,"vs_template_id":451,"summary":452},"buy-sell-agreement-D12669","A buy-sell agreement pre-establishes the triggers, valuation method, and process for share transfers between shareholders — typically activated by death, disability, retirement, or voluntary exit. An assignment of shares is the closing instrument used to execute the actual transfer once a buy-sell trigger has been activated. The buy-sell agreement is the plan; the assignment is the deed.",{"use_template":454,"template_plus_review":458,"custom_drafted":462},{"best_for":455,"cost":456,"time":457},"Simple domestic transfers between two private parties with no regulatory complications and a shareholders' agreement already in place","Free","30–60 minutes",{"best_for":459,"cost":460,"time":461},"Transfers involving significant value, complex ROFR processes, or cross-border parties where tax and stamp-duty implications need confirmation","$400–$900","2–5 business days",{"best_for":463,"cost":464,"time":465},"Transfers in regulated industries, those tied to M&A transactions, or assignments involving disputed valuations, escrow, or deferred consideration","$1,500–$5,000+","1–3 weeks",[467,472,477,482],{"code":468,"name":469,"flag_asset_id":470,"note":471},"us","United States","flag-us","Share transfers in US corporations are governed by the corporate statute of the state of incorporation — most commonly Delaware, where the DGCL governs transfer mechanics and board approval rights. Federal securities law (Rule 144 under the Securities Act) restricts the resale of unregistered shares by affiliates. No federal stamp duty applies, but some states impose a transfer tax. Consult state-specific rules if the company is incorporated outside Delaware.",{"code":473,"name":474,"flag_asset_id":475,"note":476},"ca","Canada","flag-ca","Share transfers in federally incorporated corporations are governed by the Canada Business Corporations Act; provincial corporations fall under the relevant provincial statute (e.g., the Ontario Business Corporations Act). The assignor typically triggers a capital gain taxed at the inclusion rate in effect at the time of transfer. Quebec requires that certain corporate documents, including share transfers, comply with the Civil Code and may need to be in French for provincially regulated entities.",{"code":478,"name":479,"flag_asset_id":480,"note":481},"uk","United Kingdom","flag-uk","Transfers of shares in UK private companies are governed by the Companies Act 2006 and the company's articles of association. Stamp Duty of 0.5% of the consideration is payable by the transferee on transactions above £1,000, and the transfer must be stamped by HMRC before the registry update is valid. Articles of private companies frequently include pre-emption rights and board refusal rights that must be checked before the assignment is executed.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"eu","European Union","flag-eu","Transfer formalities vary significantly across EU member states. Germany requires a notarized deed for GmbH share transfers; France requires enregistrement with the tax authority and levies a transfer tax of 3% of the consideration for shares in an SARL or SA. The Netherlands and Luxembourg have lighter formalities for BV and SARL transfers but still require notarial involvement in most cases. Always verify the applicable corporate statute and tax regime in the specific member state before drafting.",[238,254,246,488,489,490,491,492,493,494,495,496],"non-disclosure-agreement-nda-D12692","investment-agreement-D12831","employment-agreement-executive-D543","independent-contractor-agreement-D160","letter-of-intent_acquisition-of-business-D5197","certificate-of-corporate-resolution-D3","promissory-note-D434","partnership-agreement-D12551","agreement-of-purchase-and-sale-of-business-assets-D318",{"emit_how_to":197,"emit_defined_term":197},{"primary_folder":98,"secondary_folder":499,"document_type":500,"industry":501,"business_stage":502,"tags":503,"confidence":509},"equity-and-mergers","agreement","general","all-stages",[504,505,506,507,508],"equity","shares","shareholder","legal","ownership-transfer",0.95,"\u003Ch2>What is an Assignment of Shares?\u003C/h2>\n\u003Cp>An \u003Cstrong>Assignment of Shares\u003C/strong> is a short legal instrument by which a registered shareholder (the \u003Cstrong>assignor\u003C/strong>) formally transfers ownership of a specified number of shares in a private company to another party (the \u003Cstrong>assignee\u003C/strong>). The document names both parties, identifies the share class and exact quantity being transferred, records the consideration exchanged, includes representations and warranties from both sides confirming good title and capacity, and sets out the mechanics for updating the company's share register. Unlike a full share purchase agreement — which covers the acquisition of an entire company with extensive commercial representations — an assignment of shares is designed for standalone private transfers where the deal terms are already agreed and the parties simply need a clean, executable instrument to move title.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>A handshake or an email confirming a share sale does not change legal ownership. Until a properly executed assignment is delivered, the share registry updated, and any required consents obtained, the assignor remains the registered shareholder of record — entitled to vote, receive dividends, and be treated as the owner for all corporate and tax purposes. Without a written assignment, the assignee has no documented evidence of ownership to present to future investors, acquirers, or courts. Failing to document and complete the ROFR waiver process exposes the assignor to a claim from existing shareholders who could seek to unwind the transfer. Missing the board approval step in companies whose articles require it renders the transfer void under the applicable corporate statute. This template gives both parties a complete, enforceable record of the transfer — from the agreed consideration through to the registry update deadline — closing every gap that an informal exchange leaves open.\u003C/p>\n",1778773566205]