Shareholder and Partnership Agreements

At Sodagar & Company, we have a wide range of experience advising small to large businesses including business owners, family owned businesses and privately held corporations. We advise clients from all industries with an emphasis on professional businesses (doctors, lawyers, dentists, engineers, accountants, realtors etc.), retail businesses, franchise businesses, restaurant businesses and real estate development companies. There are several types of business agreements that businesses can benefit from having in place. At Sodagar & Company, we prepare business agreements on behalf of business owners, partners and shareholders. We focus on securing sound agreements that protect our clients’ rights and their business interests.

In our experience, we have found that many of our corporate and business clients need guidance on:

Shareholder Agreements

Shareholder agreements define the details of the relationships between the shareholders of a corporation. Typically, what are included in a shareholder agreement are provisions to address:

  • Exit strategies (death, disability or retirement)
  • Minority shareholder rights and obligations
  • Buy-sell, “shotgun” and the right of first refusal
  • Dispute resolution (mediation and arbitration)
  • Initial capital contribution
  • Cash calls
  • Employment law issues
  • Noncompetition, non-solicitation and nondisclosure clauses
  • Dissolution
  • Termination of an agreement

Partnership Agreements

In the absence of a written agreement, the Partnership Act (British Columbia) imposes a statutory system of rights and duties upon partners, which they may wish to vary. For example, under the Partnership Act, all partners are entitled to share equally in the management and profits of the business. This may not be the arrangement that the partners may want and, pursuant to the Act, they are free to modify it in a written agreement.  In addition, a partnership agreement may be appropriate for other reasons, such as defining management responsibilities, exit strategies and dispute resolution.

One of the main disadvantages in a partnership is the potential liability it imposes upon the partners. Each partner is personally liable for the losses of the business, and may also be liable for the wrongful acts of his or her fellow partners (and employees) if those acts are committed in connection with the partnership business. It is therefore critical that before entering into a partnership agreement, you seek legal advice.

We assist clients with organizing and drafting partnership and shareholder agreements to address all the issues revolving around the management, financing, operation, exit and dispute resolution of the partnership or company. Please contact us to see how we can be of assistance to your business and its objectives.

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