Cbca Unanimous Shareholder Agreement

Shareholders exert most of their influence on how the company is run by making decisions at general meetings. Decisions are taken by ordinary, special or unanimous decisions. Where the powers of the directors of a corporation are to be transferred to shareholders or other persons, the articles must contain language clearly indicating, with express reference to section 137 or other means, that the powers are to be transferred to the shareholders or other persons. In addition to the inclusion of such a provision in the articles of association, a shareholders` agreement may be concluded, defining the agreement of the parties on how the shareholders are required to manage the affairs of the company and to manage the discretionary powers conferred on them by the articles. However, in the absence of a delegation of authority under section 137, a shareholder`s contract may contain only provisions relating to the protection of shareholders` rights and other matters related to the affairs of the corporation, but may not restrict the power of the directors to direct the corporation. It is important to note that where the articles of association of a company provide for a transfer of powers and the shareholders of the company have also concluded a shareholders` agreement, provided that there is an inconsistency between the two documents, the articles take precedence. The CBCA states that a company must ”hold a general meeting on a day that is not more than fifteen months after the last previous annual meeting, but no later than six months after the end of the previous fiscal year.” Alternatively, shareholders can make a decision instead of a meeting.