[{"data":1,"prerenderedAt":521},["ShallowReactive",2],{"document-voting-trust-agreement-D926":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":182,"customdescription":6,"mdFm":183,"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":20},"VOTING TRUST AGREEMENT This Voting Trust Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Employee\"), an individual with his main address located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Trustee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows: WHEREAS the authorized capital of [COMPANY NAME] (\"Employee\") consists of an unlimited number of Class A common shares and Class B special common shares; WHEREAS Employee has offered to its shareholders of record as at [EFFECTIVE DATE] as well as to its employees, directors and officers the right to subscribe for certain numbers of Class A common shares in the capital stock of Employee at a subscription price of [AMOUNT] per share; WHEREAS the Employees of Employee (the \"Employee\") have subscribed for, in the aggregate, [NUMBER] Class A common shares in the capital stock of Employee (the \" Employee Shares\"); WHEREAS each of the Employee believes it to be in the best interests of Employee that, insofar as he has indicated his desire to subscribe for and purchase Class A common shares of Employee under the said rights offering, the Trustee exercise all the voting rights attached to his shares in respect of the matters set forth herein, subject to the conditions and terms set out herein below; NOW THEREFORE AND IN CONSIDERATION OF THE PREMISES, THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OF OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY WHEREOF IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO COVENANT AND AGREE WITH EACH OTHER AS FOLLOWS: TRANSFER OF SHARES TO TRUSTEE Transfer of Shares The Employee hereby agrees that upon his subscription for and purchase of Class A common shares of Employee, he shall transfer and assign to the Trustee the aggregate number of shares in the capital stock of Employee beneficially owned by him and shall deliver to the Trustee share certificates representing such shares, duly endorsed for transfer in favor of the Trustee. The Employee shall cause the Trustee to be recorded on the books and records of Employee as the registered holder thereof and shall cause Employee to issue to and deliver to the Trustee a share certificate or certificates in the name of the Trustee, representing the shares so transferred. Issue of Voting Trust Certificates Upon receipt by the Trustee of the share certificate or certificates representing the shares of Employee beneficially owned by the Employee, the Trustee shall issue to the Employee [NUMBER] or more voting trust certificates representing the number of shares of Employee transferred and delivered by such shareholder to the Trustee, which voting trust certificates shall be substantially in the form annexed hereto as Schedule [SPECIFY]. Register of Voting Trust Holders The Trustee shall maintain a register of the holders of voting trust certificates (a \"Voting Trust Certificate Holder\") and a register of the transfer of voting trust certificates. The registered holder of a voting trust certificate shall be deemed for all purposes to be the owner thereof notwithstanding any notice to the contrary. Voting trust certificates shall not be transferable except as provided in the Amended and Restated Shareholders Agreement relating to Employee entered into as of [DATE] (the \"Shareholders Agreement\"). Subject to the Shareholders Agreement, voting trust certificates shall be transferable, in accordance with their terms, upon surrender to the Trustee by the registered holder thereof of the voting trust certificates duly endorsed by the registered holder. Upon receipt of such voting trust certificate, duly endorsed, the Trustee shall issue and deliver to the transferee thereof, a new voting trust certificate, registered in the name of the transferee. Each transferee of a voting trust certificate by his acceptance thereof, shall be deemed to be a party hereto and shall be embraced within the meaning of the terms \"Voting Trust Certificate Holder\" and \"Voting Trust Certificate Holders\" whenever used herein. The Trustee shall be entitled to rely on an opinion of his counsel in order to determine whether the Shareholders Agreement has been complied with, as provided in Section [NUMBER] hereof. Additional Shares In the event that a Employee or purchases or otherwise acquires any such additional shares, he shall forthwith transfer the aggregate number of all such shares to the Trustee and the provisions of sections 1.1 and 1.2 hereof shall apply mutantis mutandis to such transfer, purchase or acquisition. The Trustee shall hold all such additional shares subject to the terms of this Agreement in like manner and to the same effect as if the same had been originally transferred and delivered to him. RIGHTS AND DUTIES OF TRUSTEE Voting and Shareholder's Rights During the continuance of this Agreement and subject to the terms hereof, the Trustee shall, as to all shares of Employee held in trust pursuant to the terms hereof, possess and be exclusively entitled in his sole discretion to exercise all shareholder's rights of every kind and nature in connection with such shares, including, without limiting the generality of the foregoing, the right to receive all notices of and to attend at all meetings of the shareholders of Employee and to vote in person or by proxy thereat. No Voting by Voting Trust Certificate Holder A Voting Trust Certificate Holder shall not have any right, with respect to any shares held by the Trustee, to vote or take part in or consent to any corporate or shareholders' action of Employee. Acceptance of Trustee The Trustee accepts the trusts hereunder and agrees to carry out and discharge the same as herein provided unless and until he is discharged therefrom. The Trustee may act on the opinion or advice of his legal counsel or other chosen experts and shall not be responsible for any loss occasioned by so acting and shall incur no liability or responsibility for deciding in good faith not to act upon any such opinion or advice. The Trustee may pay such experts a reasonable remuneration for such opinion and advice. Indemnification of Trustee The Trustee assumes no responsibility as such in connection with the management of the business and affairs of Employee by its directors or officers or in connection with any action taken by the directors or officers of Employee. In addition, the parties hereto agree that the Trustee shall not incur any liability or responsibility by reason of any error or mistake of any kind or arising out of any matter or thing whatsoever done or omitted to be done under or in relation to this agreement, save and except for his own willful neglect and default. The Voting Trust Certificate Holder shall indemnify the Trustee against all costs, charges, expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the Trustee in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been Trustee, if the Trustee acted honestly and in good faith with a view to the best interests of the Voting Trust Certificate Holder, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable ground for believing that his conduct was lawful.",null,"Voting Trust Agreement","7",65,"doc","https://templates.business-in-a-box.com/imgs/1000px/voting-trust-agreement-D926.png","https://templates.business-in-a-box.com/imgs/250px/926.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#926.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal 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Trust","/template/assignment-of-deed-of-trust-D975","https://templates.business-in-a-box.com/imgs/250px/975.png",{"label":48,"url":49,"thumb":50,"extension":10},"Deed of Trust Donation","/template/deed-of-trust-donation-D986","https://templates.business-in-a-box.com/imgs/250px/986.png",{"label":52,"url":53,"thumb":54,"extension":10},"Source Code Trust Agreement Licensed Program","/template/source-code-trust-agreement-licensed-program-D813","https://templates.business-in-a-box.com/imgs/250px/813.png",{"label":56,"url":57,"thumb":58,"extension":10},"Declaration of Trust","/template/declaration-of-trust-D93","https://templates.business-in-a-box.com/imgs/250px/93.png",{"label":60,"url":61,"thumb":62,"extension":10},"Debentures and Trust Deed","/template/debentures-and-trust-deed-D466","https://templates.business-in-a-box.com/imgs/250px/466.png",{"label":64,"url":65,"thumb":66,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":68,"url":69,"thumb":70,"extension":10},"Acquisition Agreement","/template/acquisition-agreement-D847","https://templates.business-in-a-box.com/imgs/250px/847.png",{"label":72,"url":73,"thumb":74,"extension":10},"Amalgamation Agreement","/template/amalgamation-agreement-D855","https://templates.business-in-a-box.com/imgs/250px/855.png",{"label":76,"url":77,"thumb":78,"extension":10},"Arbitration Agreement","/template/arbitration-agreement-D856","https://templates.business-in-a-box.com/imgs/250px/856.png",{"label":80,"url":81,"thumb":82,"extension":10},"Attorney Agreement","/template/attorney-agreement-D862","https://templates.business-in-a-box.com/imgs/250px/862.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":93,"keywords":92,"url":99},"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":92,"description":6},"shareholders agreement",[94,96],{"label":17,"url":95},"business-legal-agreements",{"label":97,"url":98},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":109,"keywords":116,"url":117},"SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY 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: [SECOND PARTY NAME] (the \"Testamentary Executor / Seller\"), an individual with his/her main address located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller is the owner of [NUMBER] common shares in the capital stock of the Corporation (the \"Shares\"); WHEREAS the [COMPANY NAME] hereto have determined that the fair market value of the Shares is [AMOUNT]; WHEREAS the Corporation desires to purchase for cancellation and the Seller desires to sell the Shares; WHEREAS there are no reasonable grounds to believe that: (a) the Corporation is, or would after the payment of the purchase price be, unable to pay its liabilities as they become due, or (b) the realizable value of the Corporation's assets would after said payment be less than the aggregate of its liabilities and the amounts required for payment on a redemption or in a liquidation of all shares the holders of which have the right to be paid prior to the holders of the Shares; WHEREAS the aforesaid purchase will result in a deemed dividend of [AMOUNT] for the purposes of the [COUNTRY] Income Tax [ACT/LAW/RULE]; NOW THEREFORE, IT IS AGREED AS FOLLOWS: SHARES PURCHASED AND PURCHASE PRICE Subject to the terms and conditions set forth in this Agreement, the Corporation hereby purchases for cancellation the Shares from the Seller, hereto present and accepting, and the Seller delivers to the Corporation certificates representing the Shares. The aggregate purchase price for the Shares is [AMOUNT] (the \"Purchase Price\") which the parties consider to be the fair market value of the Shares, payable as set forth in Article [NUMBER] hereof. PAYMENT OF THE PURCHASE PRICE Upon filing by the Corporation of the election as set forth in Article [NUMBER] hereof, the Corporation will issue to the Seller a certificate representing [NUMBER] common shares of the Corporation (the \"Common Shares\") and a promissory note in the amount of [AMOUNT] (the \"Promissory Note\") in full payment of the Purchase Price. The parties hereto determine that the Common Shares and the Promissory Note have a fair market value of and are, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash equal to the fair market value of the Shares. SELLER'S REPRESENTATIONS AND WARRANTIES The Seller represents and warrants to the Corporation that: the Shares are owned by the Seller by good and marketable title; the Seller is a resident of [COUNTRY] for the purposes of the Tax [ACT/LAW/RULE]; ELECTIONS","Share Purchase Agreement Deemed Dividend","4",56,"https://templates.business-in-a-box.com/imgs/1000px/share-purchase-agreement_deemed-dividend-D342.png","https://templates.business-in-a-box.com/imgs/250px/342.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#342.xml",{"title":6,"description":6},[110,113],{"label":111,"url":112},"Finance & Accounting","finance-accounting",{"label":114,"url":115},"Buy & Sell Shares","buy-sell-shares","share purchase agreement deemed dividend","/template/share-purchase-agreement-deemed-dividend-D342",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":87,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":132},"PROXY AGREEMENT This Proxy Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY A NAME], (\"Party A\") 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 B NAME], (\"Party B\") 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 [SHAREHOLDER], (\"Party C\") an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, Party A, Party B and Party C shall be referred to as the \"Parties.\" WHEREAS, Party A is a business company incorporated under the laws of the [State/Province] of [STATE/PROVINCE]; WHEREAS, Party B is a company engaged in the business of [PURPOSE OF BUSINESS] incorporated under the laws of the [State/Province] of [STATE/PROVINCE]; WHEREAS, Party A has entered a series of agreements, collectively the \"Main Agreements,\" which include the \"Exclusive Consult and Services Agreement,\" \"Operating Agreement\" and \"Equity Pledge Agreement,\" and \"Exclusive Option Agreement\", with Party B, or Party B and Party B's Shareholder together, concurrently with this Agreement; WHEREAS, Party A, Party B and Party C agree to further clarify issues relative to the exercise of voting power over the registered capital of Party B occupied and held by Party C pursuant to provisions of this Agreement. NOW, THEREFORE, the Parties, after friendly negotiations, hereby agree below: AUTHORIZATION OF VOTING POWER Party C hereby undertakes that it shall execute a Power of Attorney upon the execution of this Agreement, entrusting Party A to exercise the following rights entitled to it pursuant to the then-effective articles of association of the Company (collectively the \"Entrusted Rights\"): Attending shareholders' meetings of Party B as proxy of the Shareholder. Exercising voting rights on behalf of the Shareholder on all issues (including but not limited to appointment and election of the directors, general manager and other senior management of the Company) required to be discussed and resolved by the shareholders' meeting Proposing to convene interim shareholders' meetings; and Other shareholder voting rights under the articles of association of the Company (including such other shareholder voting rights as provided after amendment to such articles of association). Party A shall perform the entrusted obligations lawfully with diligence and duty of care within the authorization scope. The Shareholder of Party B shall acknowledge and be liable for any legal consequences arising from Party A's exercise of the aforesaid Entrusted Rights. The Shareholder of Party B hereby acknowledges that in exercising the aforesaid Entrusted Rights, Party A is not required to seek the prior opinion of the Shareholder. However, Party A shall inform the Shareholder in a timely manner of any resolution or proposal on convening an interim shareholders' meeting after such resolution or proposal is made. RIGHT TO INFORMATION For the purpose of exercising the Entrusted Rights hereunder, Party A is entitled to have access to information including Party B's operation, business, clients, finance, staff, etc., and access to relevant materials of the Company. The Company shall fully cooperate with Party A in this regard. EXERCISE OF ENTRUSTED RIGHTS The Shareholder of Party B shall provide sufficient assistance to Party A for its exercise of the Entrusted Rights, including prompt execution of the resolutions of the shareholders' meeting of the Company or other related legal documents made by Party A when necessary (e.g., when the submission of such documents is necessary for the approval of, or registration or filing with government authorities). If at any time within the term of this Agreement, the granting or exercise of the Entrusted Rights hereunder is unenforceable for any reason (except for default by the Shareholder or the Company), the Parties shall immediately seek a most similar substitute for the provision unenforceable, and, if necessary, enter into a supplementary agreement to amend or adjust the provisions herein, so as to ensure the fulfillment of the purpose hereof. EXEMPTION AND INDEMNIFICATION Party B and Party C agree to indemnify and hold harmless Party A against all losses which it suffers or may suffer in connection with Party A's exercise of the Entrusted Rights, including but not limited to, any loss resulting from any litigation, demand, arbitration, claim initiated by any third party against them, and losses from administrative investigation or penalty by government authorities. However, losses suffered as a result of the intentional misconduct or gross negligence of Party A shall not be indemnified. REPRESENTATION AND WARRANTIES The Shareholder of Party B hereby respectively represents and warrants as follows: The Shareholder has full power and authority to execute and deliver this Agreement and all other documents to be entered into by it which are related to the transaction contemplated hereunder, as well as to consummate such transaction. This Agreement shall be duly and lawfully executed and delivered by the Shareholder and shall constitute the legal and binding obligations, enforceable against it in accordance with the terms hereof.","Proxy Agreement","5","https://templates.business-in-a-box.com/imgs/1000px/proxy-agreement-D13181.png","https://templates.business-in-a-box.com/imgs/250px/13181.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13181.xml",{"title":126,"description":6},"proxy agreement",[128,129],{"label":17,"url":95},{"label":130,"url":131},"Partnership Agreements","partnership-agreement","/template/proxy-agreement-D13181",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":87,"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","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":141,"description":6},"non disclosure agreement nda",[143,144],{"label":17,"url":95},{"label":145,"url":146},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":149,"descriptionCustom":6,"label":150,"pages":151,"size":152,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":157,"keywords":165,"url":166},"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},[158,161,164],{"label":159,"url":160},"Human Resources","human-resources",{"label":162,"url":163},"Hire an Employee","hire-employee",{"label":17,"url":95},"employment agreement executive","/template/employment-agreement-executive-D543",{"description":168,"descriptionCustom":6,"label":169,"pages":170,"size":171,"extension":10,"preview":172,"thumb":173,"svgFrame":174,"seoMetadata":175,"parents":176,"keywords":180,"url":181},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [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] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[177],{"label":178,"url":179},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":184,"reviewer":196,"legal_disclaimer":200,"quick_facts":201,"at_a_glance":203,"personas":207,"variants":232,"glossary":258,"clauses":292,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":449,"diy_vs_lawyer":463,"jurisdictions":476,"related_template_ids_curated":497,"schema":507,"classification":508},{"meta_title":185,"meta_description":186,"primary_keyword":187,"secondary_keywords":188},"Voting Trust Agreement Template (Free Word)","Free voting trust agreement template for consolidating shareholder voting rights. Covers trustee powers, duration, beneficiary rights, and termination. Free Word and PDF download.","voting trust agreement template",[20,189,190,191,192,193,194,195],"voting trust agreement template word","shareholder voting trust","voting trust deed template","corporate voting trust","voting trust certificate","voting trust agreement free download","share voting trust agreement",{"name":197,"credential":198,"reviewed_date":199},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":202,"legal_review_recommended":200,"signature_required":200,"notarization_required":182},"advanced",{"what_it_is":204,"when_you_need_it":205,"whats_inside":206},"A Voting Trust Agreement is a legally binding contract under which one or more shareholders transfer the voting rights attached to their shares to a designated trustee for a defined period. The trustee exercises those voting rights on behalf of the beneficiaries, who retain economic ownership of the shares. This free Word download provides a structured, attorney-reviewed starting point you can edit online and export as PDF for execution.\n","Use it when shareholders want to centralize voting control during a merger, succession event, or period of operational instability — or when a lender, investor, or regulatory body requires consolidated voting authority as a condition of financing or approval.\n","Trustee appointment and powers, share deposit mechanics, voting trust certificate issuance, beneficiary rights and distributions, trustee duties and compensation, duration and termination conditions, amendment procedures, and governing law.\n",[208,212,216,220,224,228],{"title":209,"use_case":210,"icon_asset_id":211},"Founding shareholders","Consolidating voting control ahead of a capital raise or exit event","persona-startup-founder",{"title":213,"use_case":214,"icon_asset_id":215},"Corporate attorneys","Structuring shareholder arrangements for mergers, IPOs, or succession plans","persona-corporate-attorney",{"title":217,"use_case":218,"icon_asset_id":219},"Estate and succession planners","Preserving unified voting control when shares pass to multiple heirs","persona-estate-planner",{"title":221,"use_case":222,"icon_asset_id":223},"Lenders and creditors","Requiring a voting trust as a condition of a secured financing arrangement","persona-lender",{"title":225,"use_case":226,"icon_asset_id":227},"Private equity sponsors","Locking in governance stability during a portfolio company restructuring","persona-private-equity",{"title":229,"use_case":230,"icon_asset_id":231},"Family business owners","Preventing shareholder deadlock among family members who inherit equal stakes","persona-small-business-owner",[233,237,240,244,247,251,254],{"situation":234,"recommended_template":235,"slug":236},"Centralizing voting control for a single class of shares during an IPO lock-up","Voting Trust Agreement (Single Class)","voting-trust-agreement-D926",{"situation":238,"recommended_template":239,"slug":236},"Multiple shareholders pooling votes for a board election campaign","Shareholder Voting Agreement",{"situation":241,"recommended_template":242,"slug":243},"Restricting share transfers while voting rights are held in trust","Share Restriction Agreement","land-use-restriction-agreement-D13425",{"situation":245,"recommended_template":85,"slug":246},"Governing all shareholder rights and obligations in a private company","shareholders-agreement-D1016",{"situation":248,"recommended_template":249,"slug":250},"Transferring complete ownership and control of shares outright","Share Purchase Agreement","share-purchase-agreement-deemed-dividend-D342",{"situation":252,"recommended_template":120,"slug":253},"Delegating voting rights temporarily without creating a trust structure","proxy-agreement-D13181",{"situation":255,"recommended_template":256,"slug":257},"Setting terms for a management buyout where voting control shifts","Management Buyout Agreement","buyout-agreement-D12612",[259,262,265,268,271,274,277,280,283,286,289],{"term":260,"definition":261},"Voting Trust","A legal arrangement under which shareholders transfer their voting rights to a trustee for a set period, retaining only the economic benefits of share ownership.",{"term":263,"definition":264},"Trustee","The individual or entity appointed to hold and exercise the voting rights deposited under the agreement on behalf of the beneficiary shareholders.",{"term":266,"definition":267},"Beneficiary","A shareholder who has deposited shares into the trust and retains economic rights — dividends, liquidation proceeds — but not direct voting rights.",{"term":269,"definition":270},"Voting Trust Certificate","A certificate issued to each depositing shareholder confirming their beneficial interest in the trust, typically transferable like the underlying shares.",{"term":272,"definition":273},"Record Date","The date on which a company identifies which shareholders are entitled to vote or receive dividends; under a voting trust, the trustee appears as shareholder of record.",{"term":275,"definition":276},"Deposited Shares","The shares physically or book-entry transferred to the trustee's name on the company's share register for the duration of the trust.",{"term":278,"definition":279},"Trust Duration","The maximum period for which a voting trust may operate, typically capped by statute — 10 years in Delaware, renewable by agreement in many jurisdictions.",{"term":281,"definition":282},"Revocability","Whether a beneficiary can reclaim voting rights before the trust term expires; most voting trusts are irrevocable for the agreed duration unless all parties consent.",{"term":284,"definition":285},"Fiduciary Duty","The trustee's legal obligation to act in the best interests of the beneficiaries when exercising voting rights, not in the trustee's own interest.",{"term":287,"definition":288},"Proxy","A narrower, typically revocable delegation of voting authority for a specific meeting or resolution — distinct from a voting trust, which transfers rights for a defined term.",{"term":290,"definition":291},"Share Register","The company's official record of share ownership; when shares enter a voting trust, the trustee's name replaces the beneficiary's on the register.",[293,298,303,308,313,318,323,328,333],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Parties, recitals, and definitions","Identifies the depositing shareholders, the trustee, and the company whose shares are subject to the trust, and defines key terms used throughout the agreement.","This Voting Trust Agreement ('Agreement') is entered into as of [DATE] among [SHAREHOLDER NAME(S)] (each a 'Depositor'), [TRUSTEE NAME] ('Trustee'), and [COMPANY NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Company').","Omitting the company as a party or signatory. Courts in several jurisdictions require the issuing company to be a party for the trust to be enforceable against the company's transfer agent and share register.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Deposit and transfer of shares","Specifies which shares are deposited into the trust, the mechanics of transferring legal title to the trustee, and the timeline for completing the transfer on the share register.","Each Depositor hereby transfers and delivers to the Trustee [NUMBER] shares of [CLASS] stock of the Company (the 'Deposited Shares'), certificate numbers [XXXX], to be held by the Trustee pursuant to the terms of this Agreement.","Describing shares by approximate percentage rather than exact share count and certificate numbers. Ambiguity in the deposited share pool creates disputes when partial transfers or stock splits occur during the trust period.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Issuance of voting trust certificates","Requires the trustee to issue a voting trust certificate to each depositor acknowledging their beneficial interest, and sets out the form, transferability, and legend requirements for those certificates.","Upon receipt of the Deposited Shares, the Trustee shall issue to each Depositor a Voting Trust Certificate in the form attached as Exhibit A, evidencing the Depositor's beneficial interest in the shares held hereunder.","Failing to attach a form of certificate as an exhibit. Without a standard form, each certificate issued may differ — creating inconsistency that complicates later transfers or the trust's termination.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Trustee voting powers","Grants the trustee exclusive authority to vote the deposited shares at all shareholder meetings and by written consent, and defines any limitations on how that vote may be cast.","The Trustee shall have the exclusive right and power to vote the Deposited Shares at any annual or special meeting of shareholders, or by written consent in lieu of a meeting, in the Trustee's sole discretion [or as directed by a majority of Depositors by written instruction].","Granting unrestricted discretion without any direction mechanism. Beneficiaries who contributed material stakes often expect at least a consultation right; absent one, trustee voting decisions they oppose cannot be challenged except by showing a breach of fiduciary duty.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Beneficiary rights and distributions","Confirms that depositors retain all economic rights to their shares — dividends, distributions, liquidation proceeds, and subscription rights — which the trustee must pass through promptly.","All cash dividends and distributions received by the Trustee with respect to the Deposited Shares shall be promptly paid over to the respective Depositors in proportion to their beneficial interests. Non-cash distributions shall be held subject to this Agreement.","Not addressing non-cash distributions such as stock dividends, rights issues, or shares issued in a stock split. Leaving these unaddressed means additional shares may fall outside the trust or cause certificate totals to diverge from the actual deposited pool.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Trustee duties, standard of care, and compensation","Sets the standard to which the trustee is held when exercising voting rights, limits trustee liability to gross negligence or willful misconduct, and specifies any compensation or expense reimbursement.","The Trustee shall exercise the voting rights with respect to the Deposited Shares in a manner the Trustee reasonably believes to be in the best interests of the Depositors. The Trustee shall not be liable for any act or omission except as caused by gross negligence or willful misconduct. The Trustee shall be entitled to reimbursement of reasonable out-of-pocket expenses.","Using an individual trustee without a successor designation or resignation procedure. If the sole trustee dies, resigns, or becomes incapacitated with no succession mechanism, the agreement becomes unenforceable until a court appoints a replacement — which can take months.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Duration and termination","States the trust's fixed term, which events trigger automatic early termination (e.g., company acquisition, IPO), and the process for winding up the trust and returning shares to depositors.","This Agreement shall continue for a period of [X] years from the date hereof, unless earlier terminated upon (a) the written consent of all Depositors and the Trustee, (b) a Change of Control of the Company, or (c) the completion of an initial public offering. Upon termination, the Trustee shall cause the Deposited Shares to be retransferred to the respective Depositors within [30] days.","Setting a term that exceeds the statutory maximum in the governing jurisdiction without including a renewal clause. Delaware caps voting trusts at 10 years; if the agreement simply states 15 years, the excess period is void and the trust may terminate at the 10-year mark without warning.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Amendment and successor trustee","Specifies how the agreement can be amended (typically requiring unanimous or supermajority Depositor consent), the process for removing or replacing the trustee, and the qualifications for any successor.","This Agreement may be amended only by a written instrument signed by Depositors holding not less than [75]% of the beneficial interests and by the Trustee. The Trustee may resign upon [30] days' written notice to all Depositors, and a successor Trustee shall be appointed by [unanimous / majority] vote of Depositors within [30] days of such notice.","Requiring unanimous consent for amendments when there are many small depositors. A single holdout can block necessary adjustments; a supermajority threshold (e.g., 75–80%) preserves protection while allowing the agreement to evolve.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing law, dispute resolution, and filing","Designates the jurisdiction whose corporate law governs the agreement, the dispute-resolution mechanism, and any statutory filing requirements — such as filing a copy with the company.","This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE / PROVINCE / COUNTRY]. Any dispute shall be resolved by binding arbitration in [CITY] under the rules of [AAA / JAMS]. A copy of this Agreement shall be filed with the Company's principal office and made available to shareholders as required by applicable law.","Choosing a governing jurisdiction that differs from the company's state of incorporation without analyzing whether that jurisdiction's voting trust statutes will be applied. Courts often apply the law of the state of incorporation to internal corporate matters regardless of the contract's choice-of-law clause.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify all depositing shareholders and confirm share details","List each depositor by full legal name, their share count, certificate numbers, and share class. Confirm these details against the company's current share register before drafting to prevent discrepancies.","Request a certified share register extract from the company's secretary or transfer agent before filling in share counts — stale cap table data is a common source of errors.",{"step":345,"title":346,"description":347,"tip":348},2,"Select and confirm the trustee","Appoint an individual or corporate trustee who is legally capable of holding the shares and exercising fiduciary duties. Name at least one successor trustee or include a procedure for appointing one.","A corporate trustee (e.g., a trust company or law firm) is preferable for multi-party or long-duration trusts — individuals can die, become incapacitated, or move jurisdictions.",{"step":350,"title":351,"description":352,"tip":353},3,"Define the trust duration and check statutory limits","Set the term in years and verify that it does not exceed the statutory maximum in your governing jurisdiction. Include a renewal clause if the parties may need to extend beyond the initial term.","Delaware caps voting trusts at 10 years per term but allows renewal by agreement of the depositors. Confirm the applicable cap before drafting.",{"step":355,"title":356,"description":357,"tip":358},4,"Draft the trustee voting powers and any direction mechanism","Decide whether the trustee votes in sole discretion or must follow depositor instructions, and for what decisions (e.g., mergers, asset sales) a direction or consent threshold applies.","Reserving trustee discretion on routine matters but requiring depositor direction on fundamental transactions (mergers, dissolution) balances efficiency with accountability.",{"step":360,"title":361,"description":362,"tip":363},5,"Specify beneficiary economic rights and distribution mechanics","Confirm that dividends, distributions, and subscription rights pass through to depositors promptly. Address non-cash distributions — stock splits, rights offerings, in-kind dividends — explicitly.","Include a catch-all provision covering any new shares issued with respect to the deposited shares, so that stock dividends and splits automatically become deposited shares without a separate amendment.",{"step":365,"title":366,"description":367,"tip":368},6,"Set amendment thresholds and trustee resignation procedures","Choose a supermajority threshold (75–80%) for amendments rather than unanimity, and specify notice periods and appointment timelines for successor trustees.","A 30-day resignation notice with a 30-day appointment window for a successor prevents the trust from lapsing if the trustee steps down unexpectedly.",{"step":370,"title":371,"description":372,"tip":373},7,"Confirm filing and notice requirements","Determine whether applicable law requires the agreement to be filed with the company's registered office or secretary of state. Draft the filing clause accordingly and calendar the filing deadline.","In Delaware and most US states, a copy of the voting trust agreement must be on file at the company's registered office and open to shareholder inspection — non-compliance can affect enforceability.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute, file, and update the share register","Obtain signatures from all depositors, the trustee, and the company. File with the company as required, issue voting trust certificates to each depositor, and instruct the transfer agent to update the share register to reflect the trustee as legal owner.","Do not consider the trust operative until the share register actually shows the trustee as legal holder — a signed agreement without a register update gives the trustee no authority to vote.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Exceeding the statutory duration cap without a renewal clause","Most US states cap voting trust terms at 10 years. A 15-year term in a Delaware agreement is void from year 11 onward, leaving no one with authority to vote the deposited shares.","Check the governing jurisdiction's statutory maximum and include an automatic renewal clause — typically requiring notice from a majority of depositors at least 60 days before expiry.",{"mistake":385,"why_it_matters":386,"fix":387},"No successor trustee mechanism","If the sole trustee dies, resigns, or becomes legally incapacitated and the agreement is silent on succession, the trust is effectively frozen until a court appoints a replacement — a process that can take months and is expensive.","Name at least one successor trustee by name or role, and include a fallback appointment procedure triggered within 30 days of a vacancy.",{"mistake":389,"why_it_matters":390,"fix":391},"Failing to file the agreement with the company or secretary of state","Most voting trust statutes condition enforceability on filing a copy with the company's principal office and making it available to shareholders. An unfiled agreement can be challenged as unenforceable.","Include an explicit filing obligation in the agreement and calendar it for completion within 5 business days of execution.",{"mistake":393,"why_it_matters":394,"fix":395},"Omitting non-cash distributions from the pass-through clause","Stock dividends, rights offerings, and shares issued in a split may end up held by the trustee without a clear obligation to pass them through — creating an unintended economic benefit for the trustee.","Add a catch-all clause stating that all distributions on the deposited shares — cash or non-cash — are received by the trustee solely for the account of the depositors and must be distributed or held on their behalf.",{"mistake":397,"why_it_matters":398,"fix":399},"Describing deposited shares by percentage rather than exact count","A clause covering '40% of the Company's issued shares' becomes ambiguous after any stock issuance, split, or buyback — triggering disputes about whether new shares are in or out of the trust.","Identify deposited shares by exact share count, certificate number, and share class at the time of execution. Address future issuances with a separate drag-along provision if needed.",{"mistake":401,"why_it_matters":402,"fix":403},"Using a governing law different from the state of incorporation","Courts typically apply the law of the state of incorporation to internal governance matters regardless of the agreement's choice-of-law clause. A voting trust governed by New York law for a Delaware corporation may be measured against Delaware's voting trust statute.","Align the governing law with the company's state or country of incorporation, or obtain a legal opinion on conflict-of-laws exposure before execution.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a voting trust agreement?","A voting trust agreement is a legal contract under which one or more shareholders transfer the voting rights attached to their shares to a designated trustee for a fixed period. The trustee exercises those voting rights on behalf of the depositing shareholders, who retain full economic ownership — dividends, liquidation proceeds, and subscription rights. Voting trusts are used to consolidate governance control during transactions, succession events, or financing arrangements.\n",{"question":409,"answer":410},"When should a company use a voting trust agreement?","Common situations include consolidating control ahead of a merger or acquisition, preserving unified governance during an estate transfer when shares pass to multiple heirs, satisfying a lender's requirement for centralized voting authority as a loan condition, preventing shareholder deadlock in a closely-held company, and stabilizing governance during an IPO lock-up period. Any scenario where fragmented shareholder voting could disrupt a transaction or operation is a candidate for a voting trust.\n",{"question":412,"answer":413},"How long can a voting trust last?","Duration limits are set by statute in the governing jurisdiction. In Delaware, voting trusts are capped at 10 years per term but may be extended by a new agreement executed before the term expires. Many other US states follow similar limits. In Canada and the UK, statutory caps are less common but the agreement must specify a fixed term to avoid arguments that it runs in perpetuity, which courts may refuse to enforce. Always confirm the applicable statutory maximum before setting the term.\n",{"question":415,"answer":416},"What is the difference between a voting trust and a proxy?","A proxy is a revocable, short-term delegation of voting authority — typically for a single shareholder meeting or resolution — that the shareholder can revoke at any time before the vote. A voting trust transfers legal title to the shares to a trustee for a defined multi-year term and is generally irrevocable for that period. Voting trusts provide much stronger governance continuity but are more complex and expensive to establish than proxies.\n",{"question":418,"answer":419},"Does a voting trust need to be filed with the company?","In most US states, yes. Delaware law (DGCL §218) and similar statutes in other states require a copy of the voting trust agreement to be on file at the company's registered office and open to inspection by shareholders and directors. Failure to file can affect the enforceability of the trust. Requirements vary by jurisdiction, so confirm the filing obligations under the applicable corporate statute before execution.\n",{"question":421,"answer":422},"Can the depositing shareholders still receive dividends?","Yes. A well-drafted voting trust agreement requires the trustee to pass through all cash dividends and distributions to the depositing shareholders promptly in proportion to their beneficial interests. The depositors retain all economic rights — dividends, liquidation proceeds, subscription rights, and capital gains — only voting rights are transferred to the trustee. Non-cash distributions such as stock dividends should be addressed explicitly in the agreement.\n",{"question":424,"answer":425},"Who can serve as trustee under a voting trust?","Any legally capable individual or corporate entity can serve as trustee — a major shareholder, a board member, an independent third party, a trust company, or a law firm. For multi-party or long-duration trusts, a corporate trustee is generally preferable because it eliminates the risk of the trust lapsing due to the trustee's death, incapacity, or departure. The trustee must be willing to accept and discharge fiduciary duties to the depositors.\n",{"question":427,"answer":428},"Is a voting trust agreement enforceable without a lawyer?","A template provides a sound structural starting point, but voting trusts involve corporate law, trust law, and fiduciary duties that intersect differently in each jurisdiction. Legal review is strongly recommended for any voting trust involving significant share value, multiple depositors, cross-border shareholders, or a public or regulated company. At minimum, confirm the statutory duration limits, filing requirements, and non-compete rules in the governing jurisdiction before execution.\n",{"question":430,"answer":431},"What happens when a voting trust expires?","When the trust term ends, the trustee is required to retransfer the deposited shares back to the respective depositors. The voting trust certificates are cancelled, the share register is updated to reflect the depositors as legal owners again, and each depositor resumes full voting rights. If the parties want to continue the arrangement, a new voting trust agreement must be executed before the expiry date — typically requiring the consent of depositors holding a specified percentage of the beneficial interests.\n",[433,437,441,445],{"industry":434,"icon_asset_id":435,"specifics":436},"Technology / SaaS","industry-saas","Founders consolidate voting control in a trustee before a Series A or IPO to prevent fragmented governance from delaying investor-required board decisions.",{"industry":438,"icon_asset_id":439,"specifics":440},"Family-owned businesses","industry-professional-services","Shares distributed to multiple heirs are deposited into a voting trust to ensure a single trustee can act decisively without requiring unanimous family consent.",{"industry":442,"icon_asset_id":443,"specifics":444},"Financial services","industry-fintech","Lenders require a voting trust as a closing condition on leveraged buyouts or mezzanine financings to ensure a single counterparty controls governance during the loan term.",{"industry":446,"icon_asset_id":447,"specifics":448},"Manufacturing","industry-manufacturing","Private equity sponsors use voting trusts during post-acquisition integration to consolidate decision-making authority across a fragmented shareholder base before a full restructuring.",[450,453,456,459],{"vs":85,"vs_template_id":451,"summary":452},"shareholders-agreement-D929","A shareholders agreement governs the full range of shareholder rights and obligations — share transfers, drag-along and tag-along rights, dividend policy, and board composition — without transferring voting rights to a third party. A voting trust specifically and exclusively transfers voting authority to a trustee for a fixed term. Parties often use both: a shareholders agreement for the ongoing relationship and a voting trust to consolidate control for a specific transaction or period.",{"vs":120,"vs_template_id":454,"summary":455},"proxy-agreement-D13290","A proxy is a revocable delegation of voting rights for a single meeting or resolution. A voting trust is a multi-year, generally irrevocable transfer of legal title to shares and the voting rights attached to them. Proxies are simpler and faster to execute but provide no governance continuity; voting trusts are more complex but ensure stable, centralized control for the duration of the trust term.",{"vs":249,"vs_template_id":457,"summary":458},"share-purchase-agreement-D921","A share purchase agreement transfers both economic ownership and voting rights permanently from seller to buyer. A voting trust transfers only voting rights temporarily — the depositor retains economic ownership and gets the shares back when the trust expires. Use a voting trust when the goal is consolidated governance control, not a change of ownership.",{"vs":460,"vs_template_id":461,"summary":462},"Irrevocable Proxy","D{IRREVOCABLE_PROXY_ID}","An irrevocable proxy also delegates voting rights without transferring share ownership, but it is typically tied to a specific financial interest — such as a lender holding the proxy as security — and may be enforceable only for as long as that interest exists. A voting trust provides a more structured, statutorily recognized framework with fiduciary obligations, beneficiary rights, and certificate mechanics that an irrevocable proxy does not.",{"use_template":464,"template_plus_review":468,"custom_drafted":472},{"best_for":465,"cost":466,"time":467},"Simple single-class voting trusts among a small number of shareholders in a domestic company with a clear statutory framework","Free","1–2 hours",{"best_for":469,"cost":470,"time":471},"Multi-shareholder trusts, trusts used as loan conditions, or situations involving equity compensation or cross-border depositors","$600–$1,500","3–5 business days",{"best_for":473,"cost":474,"time":475},"Public companies, regulated financial institutions, IPO-related trusts, or complex estate-planning structures with significant share value","$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","Most US states regulate voting trusts under their corporate statutes. Delaware (DGCL §218) caps terms at 10 years, requires filing with the company's registered office, and allows renewal by depositor agreement before expiry. California has historically been more restrictive — courts scrutinize whether a voting trust is being used to circumvent shareholder rights. Confirm both the duration cap and the filing requirement for the state of incorporation before execution.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"ca","Canada","flag-ca","Canadian corporate statutes — including the CBCA and provincial equivalents — do not uniformly cap voting trust duration, but courts may refuse to enforce perpetual arrangements. Voting trusts must be consistent with the company's articles and shareholders agreement. In Quebec, civil law principles apply alongside the corporate statute, and trust mechanics must align with the Civil Code. Securities law may impose additional disclosure obligations for trusts involving reporting issuers.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"uk","United Kingdom","flag-uk","UK company law does not specifically regulate voting trusts, but they are generally enforceable as ordinary contracts and trusts under equity principles. The Companies Act 2006 restricts the company itself from recognizing trusts on its share register (s.126), meaning the trustee appears as the registered shareholder and the company deals only with the trustee. Listed company voting trusts may trigger disclosure obligations under the Disclosure Guidance and Transparency Rules when they cross reporting thresholds.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"eu","European Union","flag-eu","EU member states vary significantly in their treatment of voting trusts. Germany, the Netherlands, and the Nordic countries have well-developed frameworks for pooling voting rights through trust-like structures. France and Italy recognize voting arrangements through shareholders' pacts but impose duration limits and transparency requirements. For listed companies, the EU's Transparency Directive requires disclosure when voting agreements cause a shareholder to cross major ownership thresholds. GDPR may apply when the agreement involves processing personal data of individual depositors.",[246,250,253,498,499,500,501,502,503,504,505,506],"non-disclosure-agreement-nda-D12692","employment-agreement-executive-D543","independent-contractor-agreement-D160","joint-venture-agreement-D889","partnership-agreement-D12551","corporate-governance-policy-D13943","board-resolution-D78","term-sheet-D473","letter-of-intent_acquisition-of-business-D5197",{"emit_how_to":200,"emit_defined_term":200},{"primary_folder":95,"secondary_folder":509,"document_type":510,"industry":511,"business_stage":512,"tags":513,"confidence":519},"equity-and-mergers","agreement","general","all-stages",[514,515,516,517,518],"equity","governance","legal","voting-trust","shareholder-agreement",0.92,"\u003Ch2>What is a Voting Trust Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Voting Trust Agreement\u003C/strong> is a legally binding contract under which one or more shareholders transfer the voting rights attached to their shares to a designated trustee for a fixed term. The trustee becomes the legal holder of record for the deposited shares and exercises all voting rights — at annual meetings, special meetings, and by written consent — on behalf of the depositing shareholders, who retain full economic ownership of the shares including dividends, liquidation proceeds, and subscription rights. Voting trusts are creatures of statute in most jurisdictions, meaning they must comply with specific filing, duration, and formality requirements to be enforceable against the company and third parties.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a voting trust, fragmented share ownership can paralyze a company at the worst possible moment — during a financing round, a merger vote, or a succession transition. A single dissenting minority shareholder can block a supermajority resolution; competing heirs can deadlock a board election; a lender may refuse to close a secured facility without proof that one party controls governance decisions for the loan term. A properly executed voting trust eliminates those risks by placing voting authority in a single trustee bound by fiduciary duties, while preserving every economic right for the depositing shareholders. This template gives you the structural framework — trustee powers, beneficiary pass-through mechanics, statutory duration controls, and termination procedures — that courts and regulators expect to see in an enforceable voting trust arrangement.\u003C/p>\n",1781186040053]