[{"data":1,"prerenderedAt":521},["ShallowReactive",2],{"document-board-resolution-approving-unanimous-shareholders-agreement-D5153":3},{"document":4,"label":26,"preview":11,"thumb":27,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":28,"breadcrumb":32,"related":40,"customDescModule":190,"customdescription":6,"mdFm":191,"mdProseHtml":520},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"BOARD RESOLUTION APPROVING AN UNANIMOUS SHAREHOLDERS AGREEMENT OF [YOUR COMPANY NAME] DULY ADOPTED ON [DATE] APPROVAL OF UNANIMOUS SHAREHOLDERS AGREEMENT IT IS RESOLVED that the corporation intervene to the Unanimous Shareholders Agreement to be signed this day by all the shareholders of the corporation, a copy of which has been submitted to the Board of Directors. IT IS RESOLVED that [NAME], [TITLE] of the corporation, be authorized to sign the aforementionned Unanimous Shareholders Agreement, for and on behalf of the corporation.",null,"Board Resolution Approving Unanimous Shareholders Agreement","1",34,"doc","https://templates.business-in-a-box.com/imgs/1000px/board-resolution-approving-unanimous-shareholders-agreement-D5153.png","https://templates.business-in-a-box.com/imgs/250px/5153.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5153.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Business Plan Kit","/templates/business-plan-kit/",{"label":20,"url":21},"Board of Directors","/templates/board-of-directors/",{"label":23,"url":24},"Board Resolutions","/templates/business-resolutions/","board resolution approving unanimous shareholders agreement","Board Resolution Approving Unanimous Shareholders Agreement Template","https://templates.business-in-a-box.com/imgs/400px/5153.png",[29,16,19,22],{"label":30,"url":31},"Templates","/templates/",[33,34,37],{"label":30,"url":31},{"label":35,"url":36},"Administration","/templates/business-administration/",{"label":38,"url":39},"Board Governance","/templates/board-governance/",[41,45,49,53,57,61,65,69,73,77,81,85,89,107,123,140,156,171],{"label":42,"url":43,"thumb":44,"extension":10},"Board Resolution Approving Amalgamation","/template/board-resolution-approving-amalgamation-D35","https://templates.business-in-a-box.com/imgs/250px/35.png",{"label":46,"url":47,"thumb":48,"extension":10},"Board Resolution Approving Budget","/template/board-resolution-approving-budget-D38","https://templates.business-in-a-box.com/imgs/250px/38.png",{"label":50,"url":51,"thumb":52,"extension":10},"Board Resolution Approving Negotiation","/template/board-resolution-approving-negotiation-D5150","https://templates.business-in-a-box.com/imgs/250px/5150.png",{"label":54,"url":55,"thumb":56,"extension":10},"Shareholders Resolution Approving Voluntary Dissolution of the Company","/template/shareholders-resolution-approving-voluntary-dissolution-of-the-company-D5154","https://templates.business-in-a-box.com/imgs/250px/5154.png",{"label":58,"url":59,"thumb":60,"extension":10},"Board Resolution Approving the Award of a Contract","/template/board-resolution-approving-the-award-of-a-contract-D51","https://templates.business-in-a-box.com/imgs/250px/51.png",{"label":62,"url":63,"thumb":64,"extension":10},"Board Resolution Approving Compensation for Board of Directors","/template/board-resolution-approving-compensation-for-board-of-directors-D39","https://templates.business-in-a-box.com/imgs/250px/39.png",{"label":66,"url":67,"thumb":68,"extension":10},"Board Resolution Approving Sale Agreement Sole Director","/template/board-resolution-approving-sale-agreement-sole-director-D5152","https://templates.business-in-a-box.com/imgs/250px/5152.png",{"label":70,"url":71,"thumb":72,"extension":10},"Shareholders Resolution","/template/shareholders-resolution-D88","https://templates.business-in-a-box.com/imgs/250px/88.png",{"label":74,"url":75,"thumb":76,"extension":10},"Board Resolution Approving Dissolution of Subsidiary","/template/board-resolution-approving-dissolution-of-subsidiary-D5149","https://templates.business-in-a-box.com/imgs/250px/5149.png",{"label":78,"url":79,"thumb":80,"extension":10},"Board Resolution Approving Amendments of Bylaws","/template/board-resolution-approving-amendments-of-bylaws-D37","https://templates.business-in-a-box.com/imgs/250px/37.png",{"label":82,"url":83,"thumb":84,"extension":10},"Board Resolution Approving Rights Offering","/template/board-resolution-approving-rights-offering-D47","https://templates.business-in-a-box.com/imgs/250px/47.png",{"label":86,"url":87,"thumb":88,"extension":10},"Board Resolution Approving Executive Authority","/template/board-resolution-approving-executive-authority-D42","https://templates.business-in-a-box.com/imgs/250px/42.png",{"description":90,"descriptionCustom":6,"label":91,"pages":92,"size":93,"extension":10,"preview":94,"thumb":95,"svgFrame":96,"seoMetadata":97,"parents":99,"keywords":98,"url":106},"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":98,"description":6},"shareholders agreement",[100,103],{"label":101,"url":102},"Legal Agreements","business-legal-agreements",{"label":104,"url":105},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":108,"descriptionCustom":6,"label":109,"pages":8,"size":9,"extension":10,"preview":110,"thumb":111,"svgFrame":112,"seoMetadata":113,"parents":114,"keywords":121,"url":122},"BOARD RESOLUTION OF [YOUR COMPANY NAME] ADOPTED ON [DATE] The undersigned, being all the directors of [YOUR COMPANY NAME], hereby sign the following amended resolutions: RESOLVED THAT: The financial statements of the company for the fiscal year ended [Month and day], prepared by [Accountant's name], Chartered Accountants, under their comments dated [Date], are approved which approval shall be evidenced by signature of the balance sheet. OR The financial statements of the company for the fiscal year ended [Month and day], prepared by [Auditors' names], under their audit report dated [Date], are approved, which approval shall be evidenced by signature of the balance sheet. The approved financial statements be placed before the annual meeting of shareholders of the company. [Accountants] are appointed the accountants of the company for the current fiscal year. By-Law No. [Number] is passed as a by-law of the company to be placed before a meeting of shareholders of the company for confirmation. ","Board Resolution","https://templates.business-in-a-box.com/imgs/1000px/board-resolution-D78.png","https://templates.business-in-a-box.com/imgs/250px/78.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#78.xml",{"title":6,"description":6},[115,117,119],{"label":17,"url":116},"business-plan-kit",{"label":20,"url":118},"board-of-directors",{"label":23,"url":120},"business-resolutions","board resolution","/template/board-resolution-D78",{"description":124,"descriptionCustom":6,"label":125,"pages":126,"size":93,"extension":10,"preview":127,"thumb":128,"svgFrame":129,"seoMetadata":130,"parents":132,"keywords":131,"url":139},"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":131,"description":6},"buy sell agreement",[133,136],{"label":134,"url":135},"Finance & Accounting","finance-accounting",{"label":137,"url":138},"Buy & Sell Shares","buy-sell-shares","/template/buy-sell-agreement-D12611",{"description":141,"descriptionCustom":6,"label":142,"pages":8,"size":143,"extension":10,"preview":144,"thumb":145,"svgFrame":146,"seoMetadata":147,"parents":148,"keywords":154,"url":155},"MEETING MINUTES [YOUR COMPANY NAME] Opening: The regular meeting of [YOUR COMPANY Name] duly called and held on [Date] at [Address], commencing at [Time]. Present were: [List of attendeeS] With the approval of the directors present, [Chairman name] acted as Chairman of the meeting and [Secretary name] recorded the minutes. Approval of Agenda The agenda was unanimously approved as distributed. Approval of Minutes The minutes of the previous meeting were unanimously approved as distributed. Announcements","Minutes for a Formal Meeting",30,"https://templates.business-in-a-box.com/imgs/1000px/minutes-for-a-formal-meeting-D13.png","https://templates.business-in-a-box.com/imgs/250px/13.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13.xml",{"title":6,"description":6},[149,150,151],{"label":17,"url":116},{"label":20,"url":118},{"label":152,"url":153},"Meeting Minutes","meeting-minutes","minutes for a formal meeting","/template/minutes-for-a-formal-meeting-D13",{"description":157,"descriptionCustom":6,"label":158,"pages":159,"size":93,"extension":10,"preview":160,"thumb":161,"svgFrame":162,"seoMetadata":163,"parents":165,"keywords":164,"url":170},"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":164,"description":6},"non disclosure agreement nda",[166,167],{"label":101,"url":102},{"label":168,"url":169},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":172,"descriptionCustom":6,"label":173,"pages":174,"size":175,"extension":10,"preview":176,"thumb":177,"svgFrame":178,"seoMetadata":179,"parents":180,"keywords":188,"url":189},"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},[181,184,187],{"label":182,"url":183},"Human Resources","human-resources",{"label":185,"url":186},"Hire an Employee","hire-employee",{"label":101,"url":102},"employment agreement executive","/template/employment-agreement-executive-D543",false,{"seo":192,"reviewer":202,"quick_facts":206,"at_a_glance":209,"personas":213,"variants":238,"glossary":262,"clauses":295,"how_to_fill":341,"common_mistakes":382,"faqs":407,"industries":435,"comparisons":452,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":507,"classification":508},{"meta_title":193,"meta_description":194,"primary_keyword":25,"secondary_keywords":195},"Board Resolution Approving Unanimous Shareholders | BIB","Free board resolution template approving a unanimous shareholders agreement. Covers recitals, authorization, execution, and governance.",[196,197,198,199,200,201],"unanimous shareholders agreement template","shareholder agreement board approval","corporate board resolution word","USA board resolution template free","unanimous shareholder agreement canada","board resolution approving shareholder agreement",{"name":203,"credential":204,"reviewed_date":205},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":207,"legal_review_recommended":208,"signature_required":208},"advanced",true,{"what_it_is":210,"when_you_need_it":211,"whats_inside":212},"A Board Resolution Approving a Unanimous Shareholders Agreement is a formal corporate record in which the board of directors officially resolves to approve, and authorize execution of, a unanimous shareholders agreement (USA) that governs how the corporation is controlled, managed, and owned. This free Word download gives you a structured, lawyer-ready template you can edit online and export as PDF for signing and filing with your corporate records.\n","Use it whenever shareholders have negotiated a unanimous shareholders agreement and the board must formally adopt and authorize it before the document takes effect. It is also needed when an existing USA is being amended, restated, or terminated and board-level approval is required under the corporation's constating documents or applicable statute.\n","Recitals identifying the corporation and the proposed agreement, a resolution formally approving the unanimous shareholders agreement, authorization for one or more officers to execute the document on behalf of the corporation, confirmation of board authority, and signature blocks for all directors.\n",[214,218,222,226,230,234],{"title":215,"use_case":216,"icon_asset_id":217},"Startup founders","Formalizing board approval before all shareholders sign a USA at incorporation or first funding","persona-startup-founder",{"title":219,"use_case":220,"icon_asset_id":221},"Corporate lawyers","Documenting the board's authorization step as part of a shareholder agreement closing package","persona-corporate-lawyer",{"title":223,"use_case":224,"icon_asset_id":225},"Small business owners","Adopting a USA to govern a closely held corporation with two or more shareholders","persona-small-business-owner",{"title":227,"use_case":228,"icon_asset_id":229},"In-house counsel","Maintaining a clean corporate minute book that reflects all shareholder-level governance decisions","persona-in-house-counsel",{"title":231,"use_case":232,"icon_asset_id":233},"Private equity and venture investors","Requiring board authorization as a condition precedent to closing a preferred equity investment","persona-investor",{"title":235,"use_case":236,"icon_asset_id":237},"Corporate secretaries","Recording and filing the board resolution in the minute book following shareholder agreement execution","persona-corporate-secretary",[239,242,245,248,251,255,259],{"situation":240,"recommended_template":7,"slug":241},"Approving a USA at the time of incorporation with founding shareholders","board-resolution-approving-unanimous-shareholders-agreement-D5153",{"situation":243,"recommended_template":244,"slug":241},"Approving an amendment or restatement of an existing shareholders agreement","Board Resolution Approving Amendment to Shareholders Agreement",{"situation":246,"recommended_template":91,"slug":247},"Approving a standard (non-unanimous) shareholders agreement for a majority class","shareholders-agreement-D1016",{"situation":249,"recommended_template":250,"slug":241},"Adopting the underlying unanimous shareholders agreement itself","Unanimous Shareholders Agreement",{"situation":252,"recommended_template":253,"slug":254},"Approving a shareholder buy-sell or shotgun arrangement","Buy-Sell Agreement","buy-sell-agreement-D12611",{"situation":256,"recommended_template":257,"slug":258},"Documenting board approval of a general corporate matter unrelated to shareholder agreements","Board Resolution (General)","board-resolution-to-issue-general-release-D68",{"situation":260,"recommended_template":70,"slug":261},"Recording shareholder consent to the same agreement without a formal meeting","shareholders-resolution-D88",[263,266,268,271,274,277,280,283,286,289,292],{"term":264,"definition":265},"Unanimous Shareholders Agreement (USA)","A contract signed by all shareholders of a corporation that restricts, transfers, or modifies the powers of the board of directors and governs how the corporation is managed and owned.",{"term":109,"definition":267},"A formal written decision adopted by a corporation's board of directors, recorded in the minute book, that authorizes a specific corporate action.",{"term":269,"definition":270},"Constating Documents","The foundational legal documents of a corporation — articles of incorporation, bylaws, and any unanimous shareholders agreement — that define its structure and governance rules.",{"term":272,"definition":273},"Minute Book","A corporation's official binder or digital record containing all resolutions, share registers, officer and director lists, and other statutory corporate records.",{"term":275,"definition":276},"Recital","Introductory 'whereas' clauses in a resolution or agreement that state the background facts and purpose, without themselves creating binding obligations.",{"term":278,"definition":279},"Authorization Clause","The operative part of a board resolution that grants a named officer or director the authority to sign, execute, or deliver a specific document on behalf of the corporation.",{"term":281,"definition":282},"Quorum","The minimum number or proportion of directors who must be present or consent for a board meeting or written resolution to be legally valid under the corporation's bylaws or applicable statute.",{"term":284,"definition":285},"Written Resolution in Lieu of Meeting","A board resolution signed by all directors outside of a formal meeting, recognized as equivalent to a resolution passed at a duly convened meeting in most jurisdictions.",{"term":287,"definition":288},"Transfer Restriction","A provision in a shareholders agreement — often approved by board resolution — that limits how and to whom shares may be sold, transferred, or pledged.",{"term":290,"definition":291},"Drag-Along Right","A USA provision requiring minority shareholders to sell their shares on the same terms as the majority in an approved acquisition, binding on the corporation once the USA is in force.",{"term":293,"definition":294},"Tag-Along Right","A USA provision giving minority shareholders the right to join a controlling-shareholder sale on the same economic terms, protecting them from being left behind.",[296,301,306,311,316,321,326,331,336],{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Preamble and date","Identifies the corporation by full legal name, the date the resolution is adopted, and whether it is passed at a meeting or by written consent in lieu of meeting.","The undersigned, being all of the directors of [CORPORATION FULL LEGAL NAME] (the 'Corporation'), a corporation incorporated under the laws of [JURISDICTION], hereby resolve as follows, effective [DATE]:","Using a trade name or abbreviation instead of the full registered corporate name. A mismatch between the resolution and corporate registry records can invalidate the board's authority and delay closings.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Recitals (whereas clauses)","Sets out the background facts — that the shareholders have negotiated a unanimous shareholders agreement, that it is in the corporation's best interest to approve it, and that the board has authority to do so.","WHEREAS the shareholders of the Corporation have negotiated and agreed upon the terms of a Unanimous Shareholders Agreement dated [DATE] (the 'Agreement'); and WHEREAS the board of directors has reviewed the Agreement and determined it is in the best interests of the Corporation to approve and authorize its execution;","Omitting the recitals entirely in favour of a bare resolution. Without factual context, the resolution is harder to interpret and may not satisfy the evidentiary requirements of lenders or counterparties reviewing the minute book.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Approval of the unanimous shareholders agreement","The operative resolution formally approving the unanimous shareholders agreement — this is the core clause that triggers the board's binding acceptance of the document.","BE IT RESOLVED that the Unanimous Shareholders Agreement among the Corporation and its shareholders, in the form presented to the board and attached hereto as Schedule 'A', is hereby approved and adopted by the Corporation.","Approving a described version of the agreement rather than attaching the final executed form as a schedule. If the attached document later differs from the signed copy, enforceability of the resolution is called into question.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Authorization to execute","Grants one or more named officers the authority to sign and deliver the unanimous shareholders agreement and any ancillary documents on behalf of the corporation.","BE IT FURTHER RESOLVED that [OFFICER TITLE], [OFFICER NAME], is hereby authorized and directed to execute and deliver the Agreement and any certificates, instruments, or other documents as may be necessary or desirable to give effect to the foregoing, on behalf of the Corporation.","Failing to name a specific officer or title, using only 'an officer of the Corporation.' Without a specific named signatory, counterparties and financial institutions may reject the authorization as insufficiently definite.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Confirmation of board authority","States that the board has reviewed the agreement, that a quorum was present or all directors have signed, and that the resolution is within the board's statutory and bylaw authority.","BE IT FURTHER RESOLVED that the board of directors confirms that this resolution is within the powers conferred upon the board by the Corporation's bylaws and applicable corporate statute, and that all necessary approvals have been obtained.","Skipping this clause when the corporation's articles or USA restrict board authority on shareholder matters. If the board is acting outside its authority, the resolution may be void — the confirmation clause forces a review of the constating documents before signing.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Ratification of prior acts","Retroactively ratifies any acts taken by officers or directors in connection with negotiating or preparing the unanimous shareholders agreement prior to the resolution date.","BE IT FURTHER RESOLVED that all actions taken by the officers and directors of the Corporation in connection with the negotiation, preparation, and execution of the Agreement prior to the date hereof are hereby ratified, confirmed, and approved.","Including a blanket ratification without limiting it to acts related to the specific transaction. An unlimited ratification clause can unintentionally validate unrelated prior acts that were not authorized.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Filing and notice obligations","Directs the corporate secretary or officers to file the resolution in the minute book, deliver copies to shareholders, and take any other steps required by applicable corporate statute.","BE IT FURTHER RESOLVED that the Secretary of the Corporation is directed to file a copy of this resolution in the minute book of the Corporation and to deliver notice of the Agreement's adoption to all shareholders in accordance with applicable law.","Omitting this clause and relying on informal practice. Failure to update the minute book or notify shareholders of a USA's adoption can render the agreement unenforceable against shareholders who claim they had no formal notice.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Omnibus authorization","A catch-all clause authorizing the officers to do anything else reasonably necessary to carry out the resolutions — signing ancillary documents, making filings, or giving notices.","BE IT FURTHER RESOLVED that any officer of the Corporation is hereby authorized and directed to execute and deliver all such further documents, instruments, and agreements, and to do all such further acts and things, as may be necessary or desirable to carry out the intent of the foregoing resolutions.","Relying on the omnibus clause as a substitute for specific authorization clauses. Courts in several jurisdictions require that the specific transaction be identified — a pure omnibus clause without operative resolutions above it provides insufficient authority.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Director signatures","Signature blocks for each director, with printed name, title, and date — confirming unanimous written consent or attendance at a duly constituted meeting.","IN WITNESS WHEREOF the undersigned, being all of the directors of the Corporation, have executed this Resolution as of the date first written above. ___________________________ [DIRECTOR NAME], Director","Collecting only a majority of signatures when the resolution is styled as a written resolution in lieu of meeting. In most jurisdictions, a written resolution must be signed by all directors — not merely a quorum — to be valid without a formal meeting.",[342,347,352,357,362,367,372,377],{"step":343,"title":344,"description":345,"tip":346},1,"Insert the corporation's full legal name and jurisdiction","Enter the corporation's complete registered name exactly as it appears in the corporate registry. Include the governing jurisdiction — the province, state, or country of incorporation.","Cross-check the registered name against your latest annual return or certificate of incorporation before drafting — one word difference (e.g., 'Inc.' vs. 'Incorporated') can create enforceability questions.",{"step":348,"title":349,"description":350,"tip":351},2,"Confirm the date and method of adoption","Choose whether the resolution is passed at a duly convened board meeting (with quorum) or as a written resolution in lieu of meeting. Enter the effective date of adoption in the preamble.","If using a written resolution, verify that all directors — not just a majority — will sign. Most corporate statutes require unanimity for written resolutions in lieu of meeting.",{"step":353,"title":354,"description":355,"tip":356},3,"Attach the final form of the unanimous shareholders agreement","Attach the fully negotiated, execution-form unanimous shareholders agreement as Schedule A. Reference it by the exact title and date used in the agreement itself.","Do not attach a near-final or marked-up draft. If the schedule is not the final version, re-issue the resolution after the agreement is finalized to avoid version mismatch disputes.",{"step":358,"title":359,"description":360,"tip":361},4,"Name the authorized officer and title","In the authorization clause, insert the full name and title of the officer authorized to sign the agreement on behalf of the corporation — typically the CEO, President, or Corporate Secretary.","Check that the named officer's appointment has itself been documented by board resolution. An officer acting under an undocumented appointment can face challenges from third parties.",{"step":363,"title":364,"description":365,"tip":366},5,"Review the board authority and quorum","Confirm that the board's approval of the unanimous shareholders agreement is permitted under the articles, bylaws, and any existing shareholder agreements. Note the quorum requirement and ensure it is met.","Some constating documents require shareholder approval — not just board approval — before a USA takes effect. Check the articles before relying on the board resolution alone.",{"step":368,"title":369,"description":370,"tip":371},6,"Complete the ratification and filing clauses","Limit the ratification clause to acts taken specifically in connection with this agreement. Direct the corporate secretary to file the resolution and deliver copies to shareholders.","Set a deadline for the secretary to complete the filing — 'within 10 business days of execution' is a common standard in well-maintained minute books.",{"step":373,"title":374,"description":375,"tip":376},7,"Obtain signatures from all directors","Circulate the resolution for signature by each director. If passing at a meeting, record attendance and the vote in the minutes rather than on the resolution form itself.","Use a sequential signing order for executed counterparts and confirm receipt of all signatures before the closing package is assembled — a missing director signature is one of the most common pre-closing deficiencies.",{"step":378,"title":379,"description":380,"tip":381},8,"File in the minute book and distribute copies","Place the signed resolution, with Schedule A attached, in the corporation's minute book immediately after execution. Deliver certified copies to shareholders and any lender or investor requiring one as a condition of closing.","Some lenders and investors require a lawyer's certificate confirming the resolution is in full force — maintain a clean minute book so that certification can be issued without a remediation exercise.",[383,387,391,395,399,403],{"mistake":384,"why_it_matters":385,"fix":386},"Attaching a draft rather than the final form of the USA","If the resolution approves a document that differs from the version shareholders actually sign, the board's authorization may not cover the executed agreement — creating a gap in the corporate record that can void restrictive covenants or transfer restrictions.","Finalize all negotiation before the board resolution is signed. Attach only the execution-form agreement as Schedule A, and date the schedule consistently with the resolution.",{"mistake":388,"why_it_matters":389,"fix":390},"Passing a written resolution with less than unanimous director consent","In Canada, the US (under most state statutes), and the UK, a written resolution in lieu of meeting is valid only if signed by all directors entitled to vote. A resolution signed by a majority — even a supermajority — outside of a formal meeting is void.","Either convene a proper board meeting with quorum and record minutes, or ensure every director signs the written resolution before treating it as adopted.",{"mistake":392,"why_it_matters":393,"fix":394},"Failing to reference or attach the USA when recording board approval","A resolution that approves 'a shareholders agreement' without identifying or attaching it creates ambiguity about which document was authorized — particularly problematic if multiple drafts circulated during negotiation.","Reference the agreement by its full title, date, and parties, and attach a complete copy as a labelled schedule. This eliminates version disputes and satisfies lender or investor due diligence requirements.",{"mistake":396,"why_it_matters":397,"fix":398},"Not checking whether articles or bylaws require shareholder approval as well","A board resolution alone does not substitute for a shareholder vote if the corporation's constating documents require one. Acting without required shareholder approval can render both the resolution and the underlying USA voidable.","Review the articles, bylaws, and any existing shareholders agreement before relying solely on board approval. Where shareholder consent is required, pass a concurrent shareholders resolution adopting the agreement.",{"mistake":400,"why_it_matters":401,"fix":402},"Using a generic board resolution form not tailored to unanimous shareholders agreements","A general board resolution omits the specific recitals, schedule reference, and filing obligations that distinguish a USA adoption resolution from routine corporate approvals — weakening its evidentiary value in a dispute.","Use a resolution template specifically designed for unanimous shareholders agreement approvals, with recitals, an attached schedule, and explicit filing and notification obligations.",{"mistake":404,"why_it_matters":405,"fix":406},"Failing to update the minute book promptly after execution","A resolution that is not filed in the minute book within a reasonable time creates gaps in the corporate record, raises red flags on legal due diligence in financing or M&A transactions, and may leave shareholders without formal notice of the agreement's adoption.","Direct the corporate secretary by resolution to file the document within a specific number of business days and note the filing date on the resolution itself.",[408,411,414,417,420,423,426,429,432],{"question":409,"answer":410},"What is a board resolution approving a unanimous shareholders agreement?","A board resolution approving a unanimous shareholders agreement is a formal corporate record in which the directors of a corporation vote to accept and authorize execution of a unanimous shareholders agreement (USA) that governs control, management, and ownership of the corporation. It creates a documented chain of corporate authority between the board's decision and the shareholders' execution of the underlying agreement, which is essential for corporate governance, lender due diligence, and shareholder dispute resolution.\n",{"question":412,"answer":413},"Do you need a board resolution to adopt a unanimous shareholders agreement?","In most jurisdictions, a unanimous shareholders agreement becomes binding on the corporation when all shareholders sign it, but corporate best practice — and the requirements of lenders, investors, and sophisticated counterparties — calls for a corresponding board resolution as well. The resolution confirms that the board reviewed and approved the agreement, authorizes an officer to execute it on the corporation's behalf, and creates a clean audit trail in the minute book. Omitting it can create due diligence deficiencies in financing and M&A transactions.\n",{"question":415,"answer":416},"What is a unanimous shareholders agreement?","A unanimous shareholders agreement is a contract signed by every shareholder of a corporation that can restrict or transfer powers normally vested in the board of directors — including decisions about dividends, officer appointments, share transfers, and major transactions. It is a particularly important governance tool for closely held corporations and private companies where shareholders want direct control over management decisions rather than delegating them fully to the board. In Canada, the USA is a recognized statutory instrument under federal and provincial corporate statutes.\n",{"question":418,"answer":419},"Can a board resolution be passed without a formal meeting?","Yes. Most corporate statutes and bylaws permit the board to pass a written resolution in lieu of a formal meeting, provided every director entitled to vote signs the resolution. This written consent procedure is common for routine approvals and closings where convening a meeting is impractical. The key requirement is unanimity — a written resolution signed by only a majority of directors is not valid as a resolution in lieu of meeting in most jurisdictions, even if a majority would have been sufficient at an actual meeting.\n",{"question":421,"answer":422},"Who signs a board resolution approving a unanimous shareholders agreement?","All directors of the corporation must sign if the resolution is passed as a written resolution in lieu of meeting. If passed at a duly convened board meeting, the signatures of a quorum of directors present and voting in favour are sufficient, and the resolution is recorded in the meeting minutes. Separately, an officer authorized by the resolution — typically the CEO or President — signs the unanimous shareholders agreement itself on behalf of the corporation.\n",{"question":424,"answer":425},"What happens if the board resolution and the unanimous shareholders agreement are inconsistent?","If the agreement attached to the resolution differs from the version shareholders actually execute, the board's authorization may not cover the executed document. This creates an authority gap that can be used to challenge the corporation's obligations under the agreement, particularly transfer restrictions, drag-along rights, and management provisions. To avoid this, finalize all negotiations before passing the resolution and attach the execution-form agreement as a labelled schedule.\n",{"question":427,"answer":428},"Is a board resolution approving a USA required in the US?","The concept of a unanimous shareholders agreement as a statutory instrument is primarily a Canadian construct. In the US, the equivalent documents are shareholder agreements, voting agreements, and stockholder agreements, which may not require board approval as a matter of statute. However, most US corporate bylaws and lender requirements call for a board resolution authorizing execution of any material shareholder-level agreement, and the same best-practice principles apply — particularly for closely held corporations and venture-backed startups.\n",{"question":430,"answer":431},"Should the unanimous shareholders agreement itself be filed publicly?","In Canada, a USA is generally not required to be filed on the public corporate registry, but it must be noted on the share certificates or share register to bind transferees. In the US, shareholder agreements are private documents and are not filed publicly except in specific circumstances (e.g., when required as a material contract exhibit for public companies under SEC rules). The board resolution, however, should always be kept in the minute book and made available to shareholders and authorized third parties on request.\n",{"question":433,"answer":434},"How long does it take to prepare and execute this resolution?","Once the underlying unanimous shareholders agreement is in final form, preparing and executing the board resolution typically takes one to three business days — a few hours to customize the template, a review by counsel if required, and time to circulate for director signatures. The more time-consuming step is almost always finalizing the underlying shareholder agreement, not the resolution itself. A signed resolution should be filed in the minute book the same day as execution.\n",[436,440,444,448],{"industry":437,"icon_asset_id":438,"specifics":439},"Technology / SaaS","industry-saas","Venture-backed corporations use board resolutions to formalize USA adoption as a closing condition before preferred equity rounds, with drag-along and information rights provisions central to investor requirements.",{"industry":441,"icon_asset_id":442,"specifics":443},"Professional Services","industry-professional-services","Law firms, accounting firms, and consulting practices structured as closely held corporations rely on USAs — and the corresponding board approvals — to govern partner admission, profit distribution, and non-compete obligations.",{"industry":445,"icon_asset_id":446,"specifics":447},"Manufacturing","industry-manufacturing","Family-owned and founder-led manufacturers use unanimous shareholders agreements to control succession, restrict share transfers to outside parties, and preserve family or founding-group control over strategic decisions.",{"industry":449,"icon_asset_id":450,"specifics":451},"Financial Services","industry-fintech","Private equity and fintech holding corporations require board resolutions approving USA amendments as a condition precedent to each new investment tranche, with lender certification of the minute book as a standard closing deliverable.",[453,456,459,462],{"vs":250,"vs_template_id":454,"summary":455},"unanimous-shareholders-agreement-D386","The unanimous shareholders agreement is the substantive governance contract that all shareholders sign. The board resolution is the separate corporate record confirming that the board reviewed, approved, and authorized execution of that agreement on behalf of the corporation. You need both documents — the resolution without the underlying USA is a shell, and the USA without board authorization creates a gap in the corporate record.",{"vs":70,"vs_template_id":457,"summary":458},"shareholders-resolution-D351","A shareholders resolution is a formal decision made by the shareholders of a corporation, typically on matters that require shareholder-level approval under the bylaws or applicable statute. A board resolution is a decision made by the directors. For a unanimous shareholders agreement, best practice calls for both — a board resolution authorizing execution and a shareholders resolution or signature page confirming each shareholder's consent.",{"vs":257,"vs_template_id":460,"summary":461},"board-resolution-D350","A general board resolution is a flexible template for authorizing routine corporate actions — opening bank accounts, appointing officers, or approving contracts. A board resolution specifically approving a unanimous shareholders agreement includes USA-specific elements: recitals referencing the agreement, an attached schedule, filing and notification obligations, and provisions tailored to the governance consequences of adopting a USA. Using a general resolution for a USA adoption creates evidentiary gaps.",{"vs":91,"vs_template_id":463,"summary":464},"shareholders-agreement-D159","A shareholders agreement is a contract among some or all shareholders that governs their relationship but does not necessarily bind or restrict the board. A unanimous shareholders agreement, by contrast, is signed by every shareholder and can transfer board powers directly to shareholders — a more powerful and more regulated instrument. The board resolution template here is designed specifically for the more formal unanimous variant.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Closely held corporations with straightforward ownership structures where shareholders have already agreed on all USA terms","Free","1–2 hours",{"best_for":471,"cost":472,"time":473},"Corporations with multiple share classes, outside investors, or lender requirements for a clean minute book certification","$300–$800 for a corporate lawyer review","1–3 business days",{"best_for":475,"cost":476,"time":477},"Complex multi-party transactions, cross-border shareholders, or corporations subject to regulated-industry governance requirements","$1,500–$5,000+ depending on transaction complexity","1–2 weeks",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","The United States does not have a statutory 'unanimous shareholders agreement' as a distinct instrument — the functional equivalent is a shareholder agreement, voting agreement, or stockholder agreement governed by state law (typically Delaware, Nevada, or the state of incorporation). Board authorization of such agreements is generally required by corporate bylaws and is standard practice for venture-backed corporations. Delaware's General Corporation Law (DGCL) §141(f) expressly permits written board consents in lieu of meetings signed by all directors.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","Canada recognizes the unanimous shareholders agreement as a statutory instrument under the Canada Business Corporations Act (CBCA) and all provincial equivalents. A valid USA must be noted on the corporation's share certificates and register to bind transferees. The CBCA permits written director resolutions signed by all directors in lieu of a meeting. Quebec corporations governed by the Business Corporations Act (QCA) follow similar rules, but agreements must comply with Quebec civil law provisions that may differ from common-law jurisdictions.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","UK company law does not use the term 'unanimous shareholders agreement' but shareholders routinely enter into shareholders agreements binding all members. Under the Companies Act 2006, directors may pass written resolutions signed by all directors entitled to vote. A board resolution authorizing execution of a shareholders agreement should confirm compliance with the company's articles of association and any pre-existing shareholder consent requirements. UK private companies are not required to file shareholders agreements at Companies House.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","EU member states each have their own corporate law governing shareholder agreements and board resolutions, with no harmonized EU instrument equivalent to the Canadian USA. In France, Germany, and the Netherlands, shareholder pacts are common in closely held companies and require board-level authorization consistent with the company's statutes. GDPR considerations apply when the agreement or related board records reference individual shareholders' personal data. Cross-border EU corporations should confirm whether the agreement must be notarized or filed under the applicable member state's company registry rules.",[241,247,500,261,254,501,502,503,504,505,506,501],"board-resolution-D78","minutes-for-a-formal-meeting-D13","non-disclosure-agreement-nda-D12692","employment-agreement-executive-D543","share-subscription-agreement-private-long-form-D343","corporate-governance-policy-D13943","board-resolution-approving-compensation-for-board-of-directors-D39",{"emit_how_to":208,"emit_defined_term":208},{"primary_folder":509,"secondary_folder":510,"document_type":511,"industry":512,"business_stage":513,"tags":514,"confidence":519},"business-administration","board-governance","resolution","general","all-stages",[515,516,517,518],"governance","board-resolution","shareholders-agreement","corporate-approval",0.95,"\u003Ch2>What is a Board Resolution Approving a Unanimous Shareholders Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Board Resolution Approving a Unanimous Shareholders Agreement\u003C/strong> is a formal corporate record in which the directors of a corporation vote to accept, authorize, and direct execution of a unanimous shareholders agreement (USA) — the foundational governance contract that governs how the corporation is controlled, managed, and owned by its shareholders. The resolution creates a documented chain of authority connecting the board's decision to the underlying agreement, confirming that the board reviewed the document, determined it was in the corporation's best interests, and empowered a specific officer to execute it on the corporation's behalf. In most jurisdictions, the resolution is passed either at a duly convened board meeting or as a written consent signed by all directors in lieu of a meeting.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Executing a unanimous shareholders agreement without a corresponding board resolution leaves a critical gap in the corporate record. Lenders, institutional investors, and acquirers conducting due diligence routinely require a certified copy of the board resolution as evidence that the corporation's execution of the USA was properly authorized — a missing resolution is among the most common pre-closing deficiencies in financing and M&A transactions, and remediation requires tracking down directors who may no longer be available. Beyond closing requirements, the resolution protects the corporation by documenting that directors discharged their duty to review the agreement before it came into force, creating a reference point if shareholders later dispute the version of the USA that governs their rights. This template gives you a structured, lawyer-ready resolution that covers every required element — recitals, operative approval, officer authorization, filing obligations, and signature blocks — so your minute book reflects the full picture of how and when the agreement was adopted.\u003C/p>\n",1778696354944]