[{"data":1,"prerenderedAt":520},["ShallowReactive",2],{"document-pooling-agreement-D5168":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":177,"customdescription":6,"mdFm":178,"mdProseHtml":519},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"POOLING AGREEMENT This Pooling Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Original Shareholders\"), 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: [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: [COMPLETE ADDRESS] WHEREAS each of [NAME OF THE SHAREHOLDERS] are shareholders of [COMPANY]; and WHEREAS the Original Shareholders are each parties to a shareholders agreement (the \"[COMPANY] Shareholders Agreement\") with [COMPANY] and its other shareholders, being [SPECIFY NAME OF THE SHAREHOLDERS]; WHEREAS the Original Shareholders have agreed to pool their shares for voting purposes as hereinafter set out; and NOW, THEREFORE, THIS AGREEMENT WITNESSETH: The preamble hereto shall form part of the present Agreement. All words herein whose initial letter is capitalized shall have the meaning ascribed to such word in the [COMPANY] Shareholders Agreement.",null,"Pooling Agreement","2",42,"doc","https://templates.business-in-a-box.com/imgs/1000px/pooling-agreement-D5168.png","https://templates.business-in-a-box.com/imgs/250px/5168.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5168.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Finance & Accounting","/templates/finance-accounting/",{"label":20,"url":21},"Raising Capital","/templates/raising-capital/","pooling agreement","Pooling Agreement Template","https://templates.business-in-a-box.com/imgs/400px/5168.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Administration","/templates/business-administration/",{"label":35,"url":36},"Shareholders Investors","/templates/shareholders-investors/",[38,42,46,50,54,58,62,66,70,74,78,82,86,104,118,134,148,163],{"label":39,"url":40,"thumb":41,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":43,"url":44,"thumb":45,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":47,"url":48,"thumb":49,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":51,"url":52,"thumb":53,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":55,"url":56,"thumb":57,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"label":59,"url":60,"thumb":61,"extension":10},"Bonus Agreement","/template/bonus-agreement-D13815","https://templates.business-in-a-box.com/imgs/250px/13815.png",{"label":63,"url":64,"thumb":65,"extension":10},"Caregiver Agreement","/template/caregiver-agreement-D13510","https://templates.business-in-a-box.com/imgs/250px/13510.png",{"label":67,"url":68,"thumb":69,"extension":10},"Charter Agreement","/template/charter-agreement-D13440","https://templates.business-in-a-box.com/imgs/250px/13440.png",{"label":71,"url":72,"thumb":73,"extension":10},"Coaching Agreement","/template/coaching-agreement-D13221","https://templates.business-in-a-box.com/imgs/250px/13221.png",{"label":75,"url":76,"thumb":77,"extension":10},"Collaboration Agreement","/template/collaboration-agreement-D13222","https://templates.business-in-a-box.com/imgs/250px/13222.png",{"label":79,"url":80,"thumb":81,"extension":10},"Compliance Agreement","/template/compliance-agreement-D13823","https://templates.business-in-a-box.com/imgs/250px/13823.png",{"label":83,"url":84,"thumb":85,"extension":10},"Confidentiality Agreement","/template/confidentiality-agreement-D950","https://templates.business-in-a-box.com/imgs/250px/950.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":103},"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",[97,100],{"label":98,"url":99},"Legal Agreements","business-legal-agreements",{"label":101,"url":102},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":113,"keywords":116,"url":117},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[114,115],{"label":98,"url":99},{"label":98,"url":99},"joint venture agreement","/template/joint-venture-agreement-D889",{"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":133},"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","3","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":126,"description":6},"investment agreement",[128,130],{"label":17,"url":129},"finance-accounting",{"label":131,"url":132},"Shareholders & Investors","shareholders-investors","/template/investment-agreement-D12831",{"description":135,"descriptionCustom":6,"label":136,"pages":121,"size":90,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":142,"keywords":141,"url":147},"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","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":141,"description":6},"non disclosure agreement nda",[143,144],{"label":98,"url":99},{"label":145,"url":146},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":149,"descriptionCustom":6,"label":150,"pages":151,"size":90,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":157,"keywords":156,"url":162},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTNER NAME] (the \"Second Partner\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":156,"description":6},"partnership agreement",[158,159],{"label":98,"url":99},{"label":160,"url":161},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":164,"descriptionCustom":6,"label":165,"pages":151,"size":90,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":170,"url":176},"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","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":170,"description":6},"buy sell agreement",[172,173],{"label":17,"url":129},{"label":174,"url":175},"Buy & Sell Shares","buy-sell-shares","/template/buy-sell-agreement-D12611",false,{"seo":179,"reviewer":192,"legal_disclaimer":196,"quick_facts":197,"at_a_glance":199,"personas":203,"variants":228,"glossary":254,"clauses":288,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":450,"diy_vs_lawyer":463,"jurisdictions":476,"related_template_ids_curated":497,"schema":507,"classification":508},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"Pooling Agreement Template | BIB","Free pooling agreement template for shareholders, investors, and business partners. Governs voting rights, share pooling, and exit provisions.","pooling agreement template",[184,185,186,187,188,189,190,191],"shareholder pooling agreement","voting pooling agreement","share pooling agreement template","pooling agreement contract","stockholder pooling agreement","pooling agreement free download","pooling agreement word template","investor pooling agreement",{"name":193,"credential":194,"reviewed_date":195},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":198,"legal_review_recommended":196,"signature_required":196,"notarization_required":177},"advanced",{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"A Pooling Agreement is a legally binding contract among two or more shareholders or investors who agree to combine their voting rights, shares, or resources and act collectively according to defined rules. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF — covering voting procedures, transfer restrictions, pool management, and exit provisions in a single document.\n","Use it when a group of shareholders needs to coordinate votes to maintain control during a corporate transaction, when investors pool capital or equity stakes for collective decision-making, or when founders want to prevent share fragmentation before a financing round or acquisition.\n","Parties and recitals, pooled shares and contributions, voting procedures and decision thresholds, pool manager or trustee appointment, transfer restrictions and right of first refusal, representations and warranties, term and termination, and governing law with dispute resolution.\n",[204,208,212,216,220,224],{"title":205,"use_case":206,"icon_asset_id":207},"Founding teams","Aligning co-founder votes to prevent deadlock during investor negotiations","persona-startup-founder",{"title":209,"use_case":210,"icon_asset_id":211},"Private equity sponsors","Coordinating voting blocks across multiple portfolio company shareholders","persona-investor",{"title":213,"use_case":214,"icon_asset_id":215},"Family business shareholders","Keeping family voting power unified when shares pass across generations","persona-small-business-owner",{"title":217,"use_case":218,"icon_asset_id":219},"Venture-backed companies","Structuring preferred shareholder voting coalitions before a liquidity event","persona-ceo",{"title":221,"use_case":222,"icon_asset_id":223},"Real estate joint ventures","Pooling ownership interests in an SPV to manage a shared property portfolio","persona-real-estate-investor",{"title":225,"use_case":226,"icon_asset_id":227},"Angel investor syndicates","Consolidating individual angel stakes into a single voting bloc for board influence","persona-angel-investor",[229,233,237,240,243,246,250],{"situation":230,"recommended_template":231,"slug":232},"Shareholders pooling votes only, not capital or shares","Voting Trust Agreement","voting-trust-agreement-D926",{"situation":234,"recommended_template":235,"slug":236},"Multiple investors combining capital into a single investment vehicle","Investment Pooling Agreement","pooling-agreement-D5168",{"situation":238,"recommended_template":88,"slug":239},"Co-founders locking up equity before a financing round","shareholders-agreement-D1016",{"situation":241,"recommended_template":242,"slug":236},"Families coordinating inheritance and control across generations","Family Shareholder Pooling Agreement",{"situation":244,"recommended_template":106,"slug":245},"Real estate co-investors structuring an SPV ownership pool","joint-venture-agreement-D889",{"situation":247,"recommended_template":248,"slug":249},"Angel syndicate members delegating authority to a lead investor","Syndication Agreement","non-profit-partnership-agreement-D14023",{"situation":251,"recommended_template":252,"slug":253},"Pooling shares before an IPO lockup period","Lock-Up Agreement","general-conveyance-agreement-wind-up-D333",[255,258,261,264,267,270,273,276,279,282,285],{"term":256,"definition":257},"Pool","The collective group of shares, votes, or assets contributed by the parties and subject to the agreement's coordinated governance rules.",{"term":259,"definition":260},"Pool Manager","The designated individual or entity authorized to exercise voting rights and make decisions on behalf of all pool participants.",{"term":262,"definition":263},"Voting Trust","A formal arrangement where shareholders transfer legal title of their shares to a trustee who votes them according to the trust's terms — a more formal alternative to a pooling agreement.",{"term":265,"definition":266},"Right of First Refusal (ROFR)","A contractual right giving existing pool members the option to purchase a departing member's shares before they are offered to outside parties.",{"term":268,"definition":269},"Transfer Restriction","A clause prohibiting or conditioning a pool member's ability to sell, assign, or otherwise transfer their pooled shares without the consent of the other parties or the pool manager.",{"term":271,"definition":272},"Drag-Along Right","A provision requiring minority pool members to sell their shares on the same terms as the majority when a defined threshold approves a sale.",{"term":274,"definition":275},"Tag-Along Right","A right allowing minority pool members to join a sale initiated by the majority on the same price and terms — protecting them from being left behind.",{"term":277,"definition":278},"Decision Threshold","The minimum percentage of pooled votes or shares required to pass a resolution — commonly simple majority (50%+1), supermajority (66.7%), or unanimous consent.",{"term":280,"definition":281},"Termination Event","A defined circumstance — such as an IPO, acquisition, death of a party, or expiry of the term — that automatically dissolves the pooling arrangement.",{"term":283,"definition":284},"Lock-Up Period","A defined duration during which pool members are contractually prohibited from transferring or disposing of their pooled shares.",{"term":286,"definition":287},"Pro Rata","Proportional allocation of rights, proceeds, or obligations across pool members based on each member's percentage of the total pool.",[289,294,299,304,309,314,319,324,329,334],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Parties, Recitals, and Definitions","Identifies every pool member by full legal name, states why the pool is being formed, and defines key terms used throughout the agreement.","This Pooling Agreement is entered into as of [DATE] by and among [PARTY 1 FULL NAME], [PARTY 2 FULL NAME], and [PARTY 3 FULL NAME] (collectively, the 'Pool Members'), with respect to [COMPANY NAME] (the 'Company'), a [STATE/JURISDICTION] [ENTITY TYPE].","Listing individuals by nickname or role rather than full legal name. Enforcement becomes difficult if a party's identity cannot be matched to official share registry records.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Pooled Shares and Contributions","Schedules exactly which shares — class, series, and certificate numbers — each party contributes to the pool and establishes each member's proportionate pool percentage.","Each Pool Member agrees to subject the shares set out opposite their name in Schedule A ('Pooled Shares') to the terms of this Agreement. Pool Member [NAME]'s initial pool percentage is [X]%, calculated as [NUMBER] shares divided by [TOTAL] total Pooled Shares.","Describing shares by number of shares only, without specifying class or series. In companies with multiple share classes carrying different voting weights, an ambiguous description can produce unintended vote allocations.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Pool Manager Appointment and Authority","Designates the pool manager, defines the scope of their authority to vote and act on behalf of pool members, and states how the manager can be replaced.","The Pool Members hereby appoint [POOL MANAGER NAME] ('Pool Manager') to exercise all voting rights attached to the Pooled Shares on behalf of the Pool Members. The Pool Manager may be removed and replaced by a [SUPERMAJORITY / UNANIMOUS] vote of Pool Members holding at least [X]% of the Pooled Shares.","Granting the pool manager unconstrained authority without a reserved matters list. Decisions such as issuing new shares, approving a merger, or amending the agreement should require full pool member consent rather than unilateral manager action.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Voting Procedures and Decision Thresholds","Sets out how the pool decides how to cast its collective vote — whether by simple majority, supermajority, or unanimous consent — and the mechanics for holding a pool meeting or written resolution.","Prior to any shareholder vote of the Company, the Pool Manager shall convene a pool meeting with [5] business days' written notice. Pool decisions shall be made by [simple majority / [X]% supermajority] of Pooled Shares. On Reserved Matters listed in Schedule B, unanimous consent of all Pool Members is required.","Using a single threshold for all decisions regardless of materiality. Routine operational votes and fundamental corporate changes carry very different risk profiles and should require different approval levels.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Transfer Restrictions and Lock-Up","Prohibits pool members from transferring their pooled shares without complying with the agreement's procedures — typically a lock-up period followed by ROFR obligations.","No Pool Member shall transfer, sell, assign, pledge, or otherwise dispose of any Pooled Shares during the Lock-Up Period ending [DATE], or thereafter without first offering such shares to the remaining Pool Members pro rata pursuant to Clause [X] (Right of First Refusal).","Omitting a definition of 'transfer' that captures indirect disposals — such as a change of control of a corporate pool member or a pledge to a lender. Without this, members can circumvent restrictions through entity-level transactions.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Right of First Refusal","Gives remaining pool members the right to buy a departing member's shares at the same price and on the same terms as any third-party offer before the shares leave the pool.","A Pool Member wishing to transfer Pooled Shares ('Transferring Member') shall deliver a Transfer Notice to the Pool Manager stating the number of shares, proposed price of $[X] per share, and identity of the proposed transferee. Remaining Pool Members shall have [20] business days to elect to purchase their pro rata entitlement.","Setting the ROFR response window too short — five business days is common but rarely sufficient for members to arrange financing. A 15–30 business day window is standard practice and reduces the risk of a forced acceptance at an inconvenient price.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Drag-Along and Tag-Along Rights","Drag-along allows a defined majority to compel minority members to sell in an approved exit transaction. Tag-along allows minorities to join a majority-initiated sale on the same economic terms.","If Pool Members holding at least [X]% of Pooled Shares approve a sale of the Company, each remaining Pool Member shall be obligated to sell their Pooled Shares on the same price and terms ('Drag-Along Right'). Each Pool Member not initiating a sale shall have the right to participate pro rata on identical terms ('Tag-Along Right').","Including drag-along without specifying that the per-share price and terms must be identical for minority members. Courts have voided drag-along provisions where the majority received side payments, additional consideration, or superior liquidation preferences not extended to dragged minorities.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Representations and Warranties","Each pool member confirms they legally own the shares they are contributing, have authority to enter the agreement, and are not subject to conflicting obligations.","Each Pool Member represents and warrants that: (a) they are the registered and beneficial owner of the Pooled Shares free of encumbrances; (b) they have full capacity and authority to enter this Agreement; and (c) entering this Agreement does not conflict with any other agreement to which they are bound.","Omitting a warranty that the shares are free of pledges or liens. A pool member who has already pledged shares to a lender as collateral cannot freely transfer or vote them — and the pool collapses if the lender enforces.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Term, Termination, and Dissolution","Sets the agreement's duration and lists the events that automatically or optionally end the pooling arrangement, along with the procedure for distributing shares back to members on dissolution.","This Agreement shall commence on the date hereof and continue for [X] years unless earlier terminated. This Agreement shall terminate automatically upon: (a) an IPO of the Company; (b) a Change of Control; (c) unanimous written agreement of all Pool Members; or (d) [DATE]. On termination, Pooled Shares shall be returned to each Pool Member free of all pooling obligations.","Failing to specify what happens to pending voting decisions and in-flight transactions when a termination event occurs. Without transition mechanics, a mid-deal termination can leave the company without a functioning shareholder vote.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Governing Law and Dispute Resolution","Specifies which jurisdiction's law governs the agreement and the mechanism for resolving disputes — arbitration, mediation, or litigation — along with the venue.","This Agreement shall be governed by and construed in accordance with the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration administered by [AAA / JAMS / ICC] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Selecting a governing law that differs from the jurisdiction of the company's incorporation without considering whether local corporate law overrides contractual provisions. Many jurisdictions impose mandatory rules on shareholder voting arrangements that cannot be contracted out of.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Identify all pool members and their share holdings","List every participant by full legal name and confirm their registered shareholding against the company's share register. Attach a Schedule A itemizing each member's share class, series, certificate numbers, and resulting pool percentage.","Pull the share register directly from the company's registered agent or corporate secretary rather than relying on member-supplied figures — discrepancies surface here before they create disputes later.",{"step":346,"title":347,"description":348,"tip":349},2,"Appoint a pool manager and define their authority","Name the pool manager and specify exactly which decisions they may make unilaterally versus which require a pool member vote. Draft a Reserved Matters schedule for fundamental decisions that require unanimous or supermajority consent.","If no single member commands natural trust, consider appointing an independent third party — a corporate lawyer or neutral advisor — as pool manager for high-stakes arrangements.",{"step":351,"title":352,"description":353,"tip":354},3,"Set voting thresholds for each decision category","Classify decisions into routine matters (simple majority), significant matters (supermajority, e.g., 66.7%), and reserved matters (unanimous). Attach the full list of reserved matters as Schedule B.","Mirror the decision thresholds in this agreement to those in the company's shareholders agreement or articles of incorporation — conflicting thresholds create procedural paralysis.",{"step":356,"title":357,"description":358,"tip":359},4,"Draft the transfer restrictions and lock-up period","Set the lock-up end date and define 'transfer' broadly enough to capture pledges, indirect transfers through entity ownership changes, and any disposal of economic interest. State the ROFR mechanics, including the response window and pro rata entitlement formula.","A 20 business day ROFR window is the market standard for private company pooling arrangements — shorter windows frequently result in practical non-exercise and downstream disputes.",{"step":361,"title":362,"description":363,"tip":364},5,"Configure drag-along and tag-along thresholds","Set the majority percentage required to trigger drag-along (typically 66–75% of pooled shares) and confirm that tag-along rights apply automatically to all remaining members on any transfer exceeding a defined threshold.","Include an explicit requirement that the per-share consideration and terms for dragged members be identical to the triggering majority's terms — courts scrutinize side payments in drag-along exits.",{"step":366,"title":367,"description":368,"tip":369},6,"Collect representations and warranties from each member","Have each pool member sign a representation confirming they own the contributed shares free of encumbrances, have authority to enter the agreement, and face no conflicting obligations. Obtain a lien search or pledge disclosure for corporate members.","For corporate pool members, require a board resolution or equivalent authorization confirming the entity's signatory has authority to bind the company to the pooling arrangement.",{"step":371,"title":372,"description":373,"tip":374},7,"Define termination events and transition mechanics","List every automatic termination trigger — IPO, acquisition, fixed end date, death or incapacity of an individual member — and the procedure for unwinding the pool and returning shares to members free of pooling obligations.","Address what happens to a pending shareholder vote if a termination event occurs mid-process. A brief 10-business-day wind-down window prevents incomplete decisions from stalling a corporate transaction.",{"step":376,"title":377,"description":378,"tip":379},8,"Execute before the relevant corporate event","All parties must sign before any shareholder meeting, capital raise, or corporate transaction where the pool's unified vote is needed. Post-event signatures may not bind members to pre-signature decisions.","Use dated counterpart signatures and confirm that each member has received independent legal advice if the jurisdictional requirements for enforceability so recommend — particularly for supermajority and drag-along provisions.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"Defining 'transfer' too narrowly","A definition limited to direct share sales allows members to circumvent restrictions by transferring ownership of the entity that holds the pooled shares — leaving the pool intact on paper but effectively dissolved in practice.","Define 'transfer' to include any direct or indirect disposal, pledge, charge, change of control of a corporate member, or economic transfer of interest, and require pool manager consent for all such transactions.",{"mistake":386,"why_it_matters":387,"fix":388},"Granting the pool manager unlimited authority","An unconstrained pool manager can commit the entire pool to a fundamental transaction — a merger, share issuance, or asset sale — without minority member input, exposing the agreement to challenge on grounds of breach of fiduciary duty.","Attach a Reserved Matters schedule listing decisions that require supermajority or unanimous pool member consent, regardless of the pool manager's general authority.",{"mistake":390,"why_it_matters":391,"fix":392},"Mismatching decision thresholds with the company's constitutional documents","If the pooling agreement requires a 75% pool vote to approve a matter that the company's articles require only a simple majority, the pool will be deadlocked while the broader shareholder meeting proceeds — rendering the pool ineffective.","Cross-reference every decision threshold in the pooling agreement against the company's articles of incorporation, shareholders agreement, and any applicable statutory requirements before execution.",{"mistake":394,"why_it_matters":395,"fix":396},"Omitting lien and encumbrance warranties","A pool member who has pledged their shares as loan collateral cannot freely vote or transfer them. If the lender enforces, the pool loses a member mid-arrangement, potentially dropping the pool below the threshold needed to function.","Require each pool member to warrant that their contributed shares are free of all pledges, charges, and encumbrances, and to notify the pool manager immediately if any encumbrance is created after signing.",{"mistake":398,"why_it_matters":399,"fix":400},"No mechanics for a member's death or incapacity","If an individual pool member dies or becomes incapacitated without a succession mechanism, their shares may be frozen in probate while the pool is unable to reach required thresholds for corporate decisions.","Include a clause providing that a deceased or incapacitated member's pool rights vest in their estate or appointed representative, with a defined transition period and the right of other members to buy out the position at a formula price.",{"mistake":402,"why_it_matters":403,"fix":404},"Executing the agreement after the shareholder meeting it was designed to govern","A pooling agreement signed after the members have already voted provides no mechanism to enforce a unified position retrospectively and may be challenged as lacking consideration.","Execute the agreement at least 10 business days before any shareholder meeting or corporate event where the pool's unified vote is required, and confirm all signatories have returned executed counterparts.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is a pooling agreement?","A pooling agreement is a binding contract among two or more shareholders who agree to vote their shares collectively and subject their holdings to shared transfer restrictions, governance rules, and exit provisions. It is most commonly used by founding teams, family shareholders, or investor groups who need to present a unified position in corporate decisions — protecting their collective control without formally merging their share ownership.\n",{"question":410,"answer":411},"What is the difference between a pooling agreement and a voting trust?","In a pooling agreement, each member retains legal ownership of their shares and agrees contractually to vote in accordance with the pool's decision. In a voting trust, members transfer legal title of their shares to a trustee who holds and votes them on the members' behalf. Pooling agreements are generally simpler and preserve individual ownership, while voting trusts provide stronger central control and are more difficult to circumvent — but require formal trust mechanics and are more expensive to administer.\n",{"question":413,"answer":414},"When is a pooling agreement typically used?","Pooling agreements are used most frequently in four situations: when co-founders want to align their votes before a venture financing round; when family shareholders need to prevent fragmentation as shares pass between generations; when angel syndicates pool individual stakes to secure board representation; and when private equity investors coordinate across multiple minority positions ahead of a liquidity event or M&A transaction.\n",{"question":416,"answer":417},"Is a pooling agreement legally enforceable?","A pooling agreement is generally enforceable as a contract in most jurisdictions when it is properly executed, supported by consideration, and does not violate mandatory corporate law provisions. However, enforceability of specific clauses — particularly non-compete restraints, drag-along rights, and perpetual transfer restrictions — varies significantly by jurisdiction. Consider consulting a corporate lawyer to confirm the agreement's enforceability under the applicable law before execution.\n",{"question":419,"answer":420},"Does a pooling agreement need to be filed with the company or a regulator?","In most jurisdictions, a pooling agreement between private company shareholders does not need to be filed with a government regulator. However, the company's share register should note that the relevant shares are subject to a pooling agreement, and the agreement should be disclosed to the company's board. In public companies or regulated industries, disclosure obligations under securities law may apply once the pool holds a reporting threshold — typically 5% or 10% of outstanding shares depending on jurisdiction.\n",{"question":422,"answer":423},"What happens to a pooling agreement when the company is acquired?","Most pooling agreements include an automatic termination clause triggered by a change of control or acquisition. When the termination event occurs, the agreement dissolves, pooled shares revert to individual members free of pooling obligations, and each member receives their pro rata share of the acquisition consideration directly. If the agreement does not contain a change-of-control termination trigger, it may technically survive — creating complications for the acquirer — which is why every pooling agreement should address this scenario explicitly.\n",{"question":425,"answer":426},"Can a pool member exit a pooling agreement early?","Typically, a pool member may only exit early if the agreement expressly permits it — for example, by selling their pooled shares subject to the right of first refusal, or by unanimous consent of the other members. Unilateral withdrawal is generally treated as a breach of contract, exposing the departing member to damages claims. Some agreements include a buyout mechanism allowing exit at a formula-determined price, which provides a cleaner off-ramp without requiring litigation.\n",{"question":428,"answer":429},"How long does a pooling agreement typically last?","Pooling agreements for founding teams commonly run 3–5 years, with renewal by consent. Family shareholder arrangements may run longer — 10 years or until a defined liquidity event. In all cases, the agreement should include automatic termination triggers for an IPO, acquisition, dissolution of the company, or unanimous member agreement to end it early. Perpetual pooling agreements with no termination mechanism are generally disfavored by courts and may be challenged as unreasonable restraints on alienation of property.\n",{"question":431,"answer":432},"Do I need a lawyer to draft a pooling agreement?","For straightforward arrangements among a small number of sophisticated parties, a high-quality template provides a sound starting point. Legal review is strongly recommended when the pool controls more than 25% of the company's voting shares, when the arrangement involves drag-along provisions, when members are in different jurisdictions, or when the agreement must interact with existing shareholders agreements, investor rights agreements, or articles of incorporation. A 2–4 hour review typically costs $600–$1,500 and is worthwhile given the potential for costly disputes if key clauses are ambiguous or unenforceable.\n",[434,438,442,446],{"industry":435,"icon_asset_id":436,"specifics":437},"Technology / SaaS","industry-saas","Co-founder vote alignment before Series A, pooling preferred shareholder blocs to maintain anti-dilution protections, and coordinating exits ahead of a strategic acquisition.",{"industry":439,"icon_asset_id":440,"specifics":441},"Real Estate","industry-real-estate","Pooling fractional interests in an SPV holding commercial or residential property, coordinating votes on refinancing and capital calls, and managing exit timing across multiple co-investors.",{"industry":443,"icon_asset_id":444,"specifics":445},"Financial Services","industry-fintech","Angel syndicate share pooling for board seat eligibility, coordination of convertible note holder rights ahead of a priced round, and aggregation of minority stakes to meet FINRA or FCA disclosure thresholds.",{"industry":447,"icon_asset_id":448,"specifics":449},"Family-Owned Business","industry-professional-services","Preserving unified family control as shares distribute across generations through inheritance, preventing outside sales without family consent, and managing generational transitions with defined buyout formulas.",[451,454,457,460],{"vs":88,"vs_template_id":452,"summary":453},"shareholders-agreement-D168","A shareholders agreement governs the relationship among all shareholders and the company — covering board composition, dividend policy, information rights, and dispute resolution. A pooling agreement is a narrower contract among a subset of shareholders focused specifically on coordinating votes and restricting transfers within that group. The two documents complement each other and are often used together.",{"vs":231,"vs_template_id":455,"summary":456},"","A voting trust transfers legal title of shares to a trustee who votes them on behalf of beneficiaries. A pooling agreement keeps shares in the members' names and relies on contractual obligations to produce a unified vote. Voting trusts provide stronger mechanical control but require formal trust administration; pooling agreements are simpler and faster to execute but depend on each member honoring their contractual commitment.",{"vs":106,"vs_template_id":458,"summary":459},"joint-venture-agreement-D167","A joint venture agreement establishes a new entity or project through which parties combine resources, skills, and capital for a specific purpose. A pooling agreement does not create a new entity — it coordinates how existing shareholders exercise rights in a company that already exists. Joint ventures are forward-looking operational structures; pooling agreements are governance tools applied to existing share ownership.",{"vs":120,"vs_template_id":461,"summary":462},"investment-agreement-D13614","An investment agreement governs the terms on which new capital is contributed to a company — valuation, share class, investor rights, and anti-dilution protections. A pooling agreement governs how existing shareholders coordinate among themselves after investment has been made. An investment agreement creates ownership; a pooling agreement manages it.",{"use_template":464,"template_plus_review":468,"custom_drafted":472},{"best_for":465,"cost":466,"time":467},"Small founding teams or family shareholders pooling a minority stake in a private company with straightforward voting and transfer needs","Free","1–2 hours",{"best_for":469,"cost":470,"time":471},"Pools controlling 25%+ of voting shares, arrangements with drag-along provisions, or members in multiple jurisdictions","$600–$1,500","3–5 business days",{"best_for":473,"cost":474,"time":475},"Complex multi-party pools in regulated industries, public company voting arrangements, or pooling agreements that must interact with existing institutional investor rights","$2,500–$8,000+","2–4 weeks",[477,482,487,492],{"code":478,"name":479,"flag_asset_id":480,"note":481},"us","United States","flag-us","Pooling agreements are generally enforceable under state corporate law. Delaware — home to most US corporations — expressly permits shareholder pooling agreements under DGCL Section 218. Non-compete and transfer restriction clauses embedded in pooling agreements are subject to state-level scrutiny; California's restrictions on restraints of trade may affect the enforceability of certain transfer lock-ups for California-resident members. Federal securities disclosure obligations under SEC Rule 13d apply once a pool holds 5% or more of a public company's outstanding shares.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"ca","Canada","flag-ca","Canadian corporate law under the CBCA and provincial equivalents permits pooling and unanimous shareholder agreements. The Canada Business Corporations Act provides special recognition for unanimous shareholder agreements that can override default director authority. Pooling agreements in Quebec must comply with the Civil Code's rules on contracts and may require French-language versions for provincially regulated entities. Transfer restrictions must not constitute an unreasonable restraint on alienation under applicable provincial law.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"uk","United Kingdom","flag-uk","Pooling agreements among shareholders of a UK company are enforceable as contracts under English law. However, any provision purporting to bind how a director votes at board level — as opposed to shareholder level — may conflict with director fiduciary duties under the Companies Act 2006. Drag-along provisions must be drafted carefully to comply with the Takeover Code when the target is a UK public company. Scottish law applies in Scotland and may introduce additional considerations for trust-based pooling structures.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"eu","European Union","flag-eu","EU member states recognize shareholder pooling agreements under national corporate law, but the specific rules vary significantly — German Stimmbindungsverträge, French pactes d'actionnaires, and Dutch aandeelhoudersovereenkomsten each carry distinct enforceability requirements and limitations. GDPR considerations apply when the agreement processes personal data of individual pool members. In cross-border EU pooling structures, parties should specify governing law carefully, as the Rome I Regulation determines which national contract law applies in the event of a dispute.",[239,245,498,499,500,501,502,503,504,505,506,232],"investment-agreement-D12831","non-disclosure-agreement-nda-D12692","partnership-agreement-D12551","buy-sell-agreement-D12611","term-sheet-D473","stock-purchase-agreement-D349","llc-operating-agreement-D5209","letter-of-intent_acquisition-of-business-D5197","certificate-of-corporate-resolution-D3",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":99,"secondary_folder":132,"document_type":509,"industry":510,"business_stage":511,"tags":512,"confidence":518},"agreement","general","all-stages",[513,514,515,516,517],"equity","pooling-agreement","shareholders","voting-rights","investor-agreement",0.95,"\u003Ch2>What is a Pooling Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Pooling Agreement\u003C/strong> is a binding contract among two or more shareholders who agree to combine their voting rights and subject their share holdings to collective governance rules — including coordinated voting procedures, transfer restrictions, and defined exit mechanics. Rather than merging ownership, it creates a contractual bloc that acts as a unified voice in corporate decisions while each member retains individual title to their shares. Pooling agreements are most commonly used by founding teams seeking to maintain control through a financing round, by family shareholders preventing fragmentation across generations, and by investor groups consolidating minority stakes into a position large enough to secure board representation or influence a major transaction.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a pooling agreement, a group of aligned shareholders has no enforceable mechanism to prevent a member from selling to an adverse party, voting against the group's agreed position, or free-riding on the others' collective leverage. A single defection at a critical shareholder meeting — a merger vote, a capital raise, or a board election — can collapse a carefully assembled voting bloc with no legal remedy. In family businesses, the absence of a pooling structure routinely produces ownership fragmentation across heirs, giving outside buyers or activist shareholders the opportunity to acquire a controlling position piecemeal. This template provides the foundational structure — pool manager authority, decision thresholds, right of first refusal, drag-along and tag-along rights, and automatic termination on a liquidity event — that transforms an informal alignment into an enforceable agreement.\u003C/p>\n",1778696355405]