Unanimous Shareholders Agreement: What You Need to Know in Alberta

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unanimous shareholders agreement

If you and your co-owners want greater control over how your corporation is run, a Unanimous Shareholders Agreement (USA) may be exactly what your Alberta business needs. More than just a document, a USA gives shareholders direct governance—often replacing the usual board-decision model—and ensures everyone remains aligned through growth and change.

Whether shaping strategic decisions in Calgary or securing legacy planning across Alberta, a well-crafted USA protects your shared vision and mitigates future conflict.

What Is a Unanimous Shareholders Agreement?

A Unanimous Shareholders Agreement in Canada is a formal, written contract among all shareholders that can restrict the powers normally granted to directors, shifting governance to the owners themselves. This statutorily recognized agreement (e.g., under Alberta’s Business Corporations Act) empowers shareholders to decide whether they or the board should control company affairs.

Who Benefits from the USA?

In closely held corporations—startups, family businesses, professional practices—the USA ensures:

  • Collaborative decision-making clarity.
  • Protection for minority shareholders through veto or consent mechanisms.
  • Exit-planning that prevents arduous disputes.

By setting clear roles, financing paths, governance thresholds, and resolution protocols, USAs help businesses manage internal dynamics proactively.

directors meeting

Key Components of the USA

A strong Unanimous Shareholders Agreement in Alberta should address the most common areas where disputes can arise, and provide clear rules that every shareholder has agreed to follow. Here are the most important components:

1. Roles & Governance

A USA can remove powers from the board of directors and place them directly in the hands of shareholders. This section should outline:

  • Which decisions are reserved for directors vs. shareholders
  • How directors are appointed or removed
  • Limits on director authority if shareholder consent is required

By shifting powers, shareholders gain more control—but may also assume liabilities normally carried by directors.

2. Decision-Making Protocols

Not all decisions are equal. The USA should set thresholds for different types of decisions, for example:

  • Ordinary business matters may only need a majority vote.
  • Major changes like mergers, asset sales, or dissolving the company might require unanimous consent.
  • A “deadlock” mechanism should be included in case shareholders cannot agree.

This prevents gridlock and ensures clarity on who decides what.

3. Financing & Profit Policies

Money is often a source of conflict. The USA should clarify:

  • How new capital will be raised and who is obligated to contribute
  • Whether shareholders must make additional contributions or loans to the corporation
  • How dividends will be declared and distributed
  • Policies for reinvesting profits back into the business

This ensures no shareholder feels blindsided when money matters arise.

4. Share Transfers & Exit Strategies

Disputes frequently occur when a shareholder wants to leave. The USA should include:

  • Restrictions on transfers to ensure unwanted outsiders don’t become owners
  • Right of First Refusal (ROFR): existing shareholders get first option to buy shares being sold
  • Buy-sell provisions (Shotgun Clause): one shareholder offers to buy out another, forcing them to either sell or buy back at the same price
  • Tag-along / Drag-along rights: protect minority shareholders or allow majority owners to move forward with a sale

These provisions keep ownership stable and predictable.

5. Dispute Resolution

Even with clear rules, disputes may happen. The USA should provide:

  • Steps for mediation or arbitration before going to court
  • Deadlock provisions to prevent paralysis in decision-making
  • Buyout or exit options if disputes can’t be resolved

This ensures business continuity and protects shareholder relationships.

6. Succession & Contingency Planning

Life changes—shareholders may retire, pass away, or become incapacitated. The USA should outline:

  • What happens to shares if a shareholder dies (buyout by the company or others)
  • How insurance may be used to fund buyouts
  • Continuity planning for key leadership roles

This protects the corporation and the remaining shareholders during transitions.

shareholders rights

Why Alberta Businesses Should Consider the USA

In Alberta, the Unanimous Shareholders’ Agreement lets shareholders customize governance beyond the default structure in the corporate bylaws. It formally allows shareholders to override director powers as needed—providing flexibility and more direct control.

This level of customization supports succession planning, protects against deadlock, and ensures long-term alignment across shareholders.

FAQs

Is a unanimous shareholders’ agreement legally enforceable in Alberta?

Yes—with all shareholders signing, a USA is binding and can override director-managed governance under Alberta’s Business Corporations Act.

Do shareholders take on more liability under a unanimous shareholders’ agreement in Alberta?

They can. A Unanimous Shareholders Agreement shifts certain powers from directors to shareholders. When shareholders assume those powers, they may also take on related liabilities. This makes it important to draft the agreement carefully and get legal advice before signing.

How is a unanimous shareholders’ agreement different from a regular shareholders’ agreement?

A regular shareholders’ agreement mainly focuses on setting out the rights, obligations, and expectations of the shareholders—things like how shares are transferred, dividend policies, and dispute resolution. The USA goes a step further. It requires the approval of all shareholders and can remove certain powers from the directors, giving shareholders direct authority over corporate decisions. This shift provides stronger control for shareholders but may also carry added responsibilities.

What happens if the USA conflicts with corporate bylaws?

Most USAs include a clause stating that if there’s a conflict, the USA governs, and other documents must be amended to align.

Can the USA become outdated?

Yes. As your business changes, revisit and amend the USA—especially when adding new shareholders or changing leadership.

Conclusion

A Unanimous Shareholders Agreement is more than a governance document—it’s a commitment to shared values, clarity, and long-term alignment among Alberta business owners. Whether you’re based in Calgary or elsewhere, putting a USA in place allows shareholders to actively manage the company, avoid disputes, and protect each other’s rights over the long haul.