This is the question: It’s in Canada. We’re signing loan agreements for shareholders of a company. Is it ok if a

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Customer: is it ok if a shareholder agreement is signed by one person representing the company’s CEO and the shareholder?
Answered by Debra in 16 hours 2 years ago
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Debra, Expert

Hello! My name is Debra (formerly known as Legal Ease). Thank you for your question. I'm reviewing it now, and will post back again shortly.

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Debra, Expert

No.

The shareholder agreement is a contract between the shareholders so each shareholder has to sign the agreement.

Does that help?

Please feel free to post back with any follow-up questions you may have. If you don't have any then I hope I have earned a 5 star rating but if you don't feel that I have please don't hesitate to reply back and let me know what more I can do to assist you. Finally, please know that even after you rate me I will be here for you and you can ask follow-up questions if you think of them later on at no further charge of course.

Customer
Hello Debra,
Thanks for your help. Yes, I’m already aware that shareholder agreement should be signed by all parties. But my question was about individual shareholder loan agreements and share subscriptions, as each shareholder should sign one, and the CEO of company in behalf of the company also signs it. But the thing is that when CEO is himself a shareholder who wants to sign a shareholder loan agreement or share subscription, isn’t this weird that he also signs it as CEO?
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Debra, Expert

Yes he should not be signing as CEO as the CEO is the employee and why would he sign in that role?

Customer
who should sign the individual agreements with shareholders on behalf of the company?
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Debra, Expert

The directors of the corporation sign for the corporation and not the shareholders or employees.

Customer
in our case the CEO is also a director and a shareholder. and we want to sign shareholder loan agreements with each shareholder. So, there will be one agreement that both parties who are signing it is one person, the one who is a shareholder and director/CEO. Is this OK?
I’m also wondering if it’s something common to incorporate loan and investment terms in the general shareholder agreement which is signed by all the shareholders. This way, we don’t need to create individual shareholder loan agreements and share subscription agreements. What’s your advice?
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Debra, Expert

The CEO can then sign but not as the CEO.

I don't know which approach is best. You need your own lawyer to review your goals and then advise what is best based on your particular details.

Customer
CEO should sign as a director? or as?
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Debra, Expert

He signs but doesn't sign saying he is the CEO after his name.

If you had a CEO that was not a director or shareholder but just an employee they would not sign, right?

Customer
what i’m concerned about is the person who should sign the agreement on behalf of the company, when signing an agreement with a shareholder which himself is the company’s CEO.
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Debra, Expert

I think it's fine. But you do need your own lawyer to assist with all of this.

It is complicated.

Ask a lawyer and get your legal questions answered.
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