50/50 Shareholder Agreement
50/50 Shareholder Agreement: $1,500 Flat
Barbarian Law® drafts unanimous shareholder agreements for companies with two equal owners for $1,500 + HST, one fee for both of you. It sets how a deadlock gets broken, how one of you buys the other out and at what price, and what happens on a death, disability or divorce. No retainer, no deposit, invoiced after you sign.
With two owners at 50% each, nobody has the deciding vote. A disagreement about dividends, hiring or selling is a tie, and without an agreement the way out of a real tie is usually a court application. The agreement settles those questions while the two of you still agree on them.
What the $1,500 covers
One fee for both owners and one company, confirmed in writing before we start. Anything in the right-hand list is outside the flat fee and is quoted in writing before any work on it begins.
Included
- A 45-minute planning call with both of you
- The decisions that need both owners to agree
- A deadlock process: a negotiation window, then mediation, then a buy-sell (shotgun) clause with time to arrange financing
- A valuation method and payment terms for a buyout
- Buyouts on death, disability, divorce or insolvency, with the option of funding them with insurance
- Right of first refusal, tag-along and drag-along
- Non-compete, non-solicit and confidentiality
- A dividend and reinvestment policy
- Two rounds of revisions
- Signing in Aurora or by video, and the resolutions and register entries in your minute book
Quoted first, at $350 an hour + HST
- Vesting or reverse vesting of founder shares
- Investor or preferred-share terms
- A new share class or a share reorganization
- Negotiating against another lawyer’s draft
- Revisions after the second round
- Repairing an incomplete minute book
Why 50/50 needs its own agreement
The longer version, clause by clause, is in 50/50 shareholders: how to avoid deadlock before it starts.
Nobody has the deciding vote
At 50% each, either of you can block a decision and neither of you can make one. The agreement lists what needs both of you and what each of you runs alone.
Without one, the exit is a court
Ontario’s Business Corporations Act leaves deadlocked owners with blunt tools: an oppression application under section 248, or an application to wind the company up. Both are slow and expensive.
A shotgun clause needs a price and a plan
One owner names a price and the other must buy or sell at it. It works best when both of you could fund a buyout, so the agreement adds a window to arrange financing and a valuation method behind the price.
How it works
Free call
Thirty minutes with Karim Eshqoor to confirm the setup. The scope and the fee come to you in writing.
Planning call
Both owners, 45 minutes: the deadlock, exit and money questions, answered together.
Draft, revise, sign
A draft built on your answers and up to two rounds of changes, then signing in Aurora or by video. We record it in the minute book and send the invoice.
Fees
Flat fees, plus HST. Starting the company at the same time? Incorporation and the agreement together cost $250 less than buying them separately.
| Service | Fee |
|---|---|
| Numbered company incorporation with the 50/50 agreement | $2,250 |
| Named company incorporation, NUANS search included, with the 50/50 agreement | $2,500 |
| 50/50 shareholder agreement, both owners | $1,500 |
All + HST. Both incorporation prices include the $300 Ontario filing fee, which carries no HST, and a $125 Dye & Durham filing fee, without HST, is added. Bought separately, incorporation is $1,000 numbered or $1,250 named. Other shareholder agreements: $750 for a sole shareholder, $2,000 for three or more shareholders. No retainer, no deposit, invoiced after signing. The full schedule is on our fees page.
One lawyer for both owners
We act for both of you, and for the company, on one file. Before we start, each of you confirms in writing that you understand three things: we’ve been asked to act for both of you; nothing either of you tells us about the agreement is confidential from the other; and if a disagreement comes up that can’t be resolved, we can’t keep acting for both of you and may have to stop acting altogether. The Law Society of Ontario’s rules on joint retainers require it.
Either of you can have your own lawyer review the agreement before you sign. That lawyer bills you directly, and our fee stays the same.
Pick a time
A free 30-minute call with Karim Eshqoor. Tell him who the two owners are, what the company does and whether it’s incorporated yet.
Prefer to call? (647) 290-3565, or email karim@barbarianlaw.ca.
Questions about 50/50 agreements
What does a 50/50 shareholder agreement cost?
$1,500 + HST, one flat fee for both owners. It covers a planning call with both of you, the agreement, two rounds of revisions, signing and the minute book entries. Vesting, investor terms, share reorganizations, negotiating against another lawyer’s draft and further revisions are quoted in writing first at $350 an hour + HST. No retainer and no deposit; you’re invoiced after signing.
We already have a company. Is it too late?
No. The agreement can be signed at any time, for the same $1,500 + HST. It’s easiest while the two of you get along, before there’s a dispute to negotiate around. If the minute book is missing or out of date, fixing it is quoted separately first.
What is a shotgun clause?
A buy-sell clause: one owner names a price, and the other must either sell at that price or buy at it. It works best when both owners could realistically fund a buyout, which is why the agreement adds a financing window and a valuation method.
Can one lawyer act for both owners?
Yes, on a joint retainer with written consent from each of you. Nothing either of you tells us about the agreement is confidential from the other, and if a disagreement can’t be resolved we can’t keep acting for both of you. Either of you can have your own lawyer review the agreement before signing.
What if we’re not split 50/50?
An agreement between two shareholders is the same $1,500 + HST, whatever the split. Three or more shareholders is $2,000 + HST, and a unanimous shareholder agreement for a sole shareholder is $750 + HST.
What makes the agreement unanimous?
Every shareholder signs it, and under section 108 of Ontario’s Business Corporations Act it can take powers away from the directors. Shareholders who take on those powers also take on the directors’ duties and liabilities, so the agreement says exactly which powers move.
Start with a free call
Tell us who the two owners are, what the company does and whether it’s incorporated yet. The scope and the fee come to you in writing before any work starts.
Karim Eshqoor, Barrister & Solicitor and Notary Public (LSO #83032R). Barbarian Law®, 14981 Yonge Street, Aurora, Ontario. Fees exclude HST and are confirmed in writing before work begins. This page is general information, not legal advice.