Tools & Ressources

Topics to be Addressed in a Shareholders’ Agreement

The shareholders' agreement is a contract signed by the shareholders of a company in order to establish general regulations and commitments.

A shareholders’ agreement is necessary when your clinic’s legal form is a business corporation AND the shares are divided among several people.

Several clauses should be included in a shareholders’ agreement. The following is a list of examples of topics to include in your shareholders’ agreement.

Each agreement must be customized according to your needs. Your lawyer will be able to guide you in the final drafting of your agreement.

1. Roles and Responsibilities of the Clinic Owners

It is recommended that the shareholders’ agreement clearly establishes the division of administrative tasks for each of the clinic's owners. Managing expectations will help you avoid potential conflicts. Consequences for non-compliance with the terms of the agreement can also be included.

2. Division of Shares Among Owners

This clause deals with the calculation of the value of the shares, the division of the shares between the owners and the distribution of the clinic’s dividends.

3. Purchase and Sale of Shares

Several situations may lead to the purchase or sale of shares in the clinic (a partnership or retirement, for example). Therefore, it is important to specify the various conditions surrounding the sale and purchase of the clinic’s shares according to different possible scenarios.

4. Right of First Refusal or First Look

These clauses will allow the clinic's owners to have priority in redeeming the shares of a shareholder.

5. Disability and Death

Although these situations rarely occur, it is best to plan for what to do in the event of an accident.

6. Confidentiality and Non-Competition

A great deal of confidential information is exchanged while running a clinic. This clause is important to protect you in the event of an owner’s departure.

7. Term of Agreement and Notice of Departure

Establishing a specific term of the agreement and a notice of departure is often recommended to cement the commitment and seriousness of each partner. An owner who “opts out” of the partnership could face consequences.