In general, and if your articles do not provide for anything else, each share in the company entitles the shareholder to a voice. The more shares a shareholder holds, the greater the number of votes the shareholder can exercise. According to the Canada Business Corporations Act (CBCA), “a unanimous shareholder agreement (USA) is an agreement between all shareholders of a company and limits the directors` powers to manage or oversee the management of the company.” This is different from the usual Canadian corporate statutes, where a company`s default position must be fully managed by its directors and senior executives. All shareholders must accept membership in the United States. The main advantage of the United States is that it generally contains provisions in two main areas: decision-making and share transfers, which are particularly useful in the event of an unexpected freeze or deferral of share ownership following the bankruptcy or death of a shareholder. The United States is generally recommended when there are two or more shareholders in a very narrow company. The process of creating the United States can also be incredibly beneficial, especially in the early stages of the company`s organization, as it sets expectations and creates provisions that ideally will avoid long, costly and potentially damaging quarrels in the future. If the company`s by-law permits, a company`s directors may decide that a shareholder meeting be held exclusively by telephone, electronic or other means of communication allowing all participants to communicate appropriately during the meeting. In such cases, it is the company`s responsibility to make these facilities available. Special decisions must be approved by two-thirds of the votes cast.

For example, shareholders generally apply the following measures through specific decisions: the agendas of special shareholder meetings generally deal with specific issues or issues, such as. B approval of a substantive change proposed by the company`s directors. A fundamental change could include changing the status or changing the name of the company. Typically, directors of a company call a special shareholder meeting if they wish to conduct a specific activity or business that requires shareholder approval. 3. The purchaser or purchaser of shares that are unanimously agreed by shareholders is deemed to be a contracting party. The conditions of the United States are conditioned by the specific needs of the parties and must be adapted to the particular risks and objectives of those parties. The United States should expect likely events in the future and provide some flexibility in managing unforeseen events. Several aspects must be discussed and negotiated at the outset, such as the nature and composition of the board of directors, the division of management between the board of directors and shareholders, between shareholders, withdrawal rights and other restrictions on the sale of shares, as well as the terms of the administrative documents already in force. A shareholder`s right to participate in a meeting and vote depends on the rights attached to the shares that the person holds (see class of shares). As a general rule, shareholders with the right to vote have the right to participate in the meeting at a meeting.

The Canada Business Corporations Act (CBCA) gives non-voting stockholders the right to participate in certain meetings and vote on certain fundamental issues. Decisions taken unanimously must be approved by all shareholders with the right to vote.