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Why It’s Time to Revisit Your Unanimous Shareholder Agreement (USA)

Why It’s Time to Revisit Your Unanimous Shareholder Agreement (USA)

For many small and medium-sized businesses (SMBs) in Canada, the Unanimous Shareholder Agreement (USA) is signed early , and then forgotten.

That’s a problem.

In 2025, amidst ongoing market shifts and uncertainty, courts and corporate lawyers alike have renewed their focus on the risks posed by outdated or neglected Unanimous Shareholder Agreements (USAs). These agreements, often signed and then forgotten, can become a serious source of internal conflict, especially when shareholders exit, new investors join, or leadership transitions occur. Many of the costliest shareholder disputes do not arise from bad faith, but from misaligned expectations buried in old documents that no longer reflect the business reality.

Why This Matters to Your Business

USAs govern:

  • How key decisions are made
  • What happens if a shareholder dies or wants out
  • How shares are valued and transferred
  • How disputes get resolved

If your USA hasn’t been reviewed in years, or doesn’t reflect how your business is actually run, it might be unenforceable, unclear, or even harmful. Worse still, some SMBs never sign a USA at all, thinking incorporation alone is enough.

Common Triggers for Disputes:

  • One shareholder becomes inactive or moves away
  • There’s a falling out between founding partners
  • A shareholder wants to sell but there’s no valuation method agreed
  • Family members become involved without clarity on voting/control
  • Financing is blocked by outdated transfer restrictions

What You Can Do Now

  1. Review your USA annually, especially after share changes
  2. Align it with your bylaws and articles to avoid inconsistencies
  3. Build in exit and succession planning, even if it feels early
  4. Customize it to your reality; avoid boilerplate language that doesn’t reflect how you run your business.

Final Thought

Think of your USA as a legal “operating manual” for your company. If it’s not updated, you risk navigating high-stakes moments (exits, disputes, even sales) without a working map. Investing in a proper review now can save you thousands in litigation or lost value later.

Need help reviewing or updating your USA? Let’s talk.


Ghazal Hamedani, Hons. B.A. , LL.B, Partner

Ghazal Hamedani is a partner at Kalfa Law Firm. Ghazal’s practice is focused in corporate-commercial and private M&A law including corporate reorganizations, corporate restructuring, mergers and acquisitions, commercial financing, secured lending and transactional law. 

© Kalfa Law 2025

The above provides information of a general nature only. This does not constitute legal or accounting advice. All transactions or circumstances vary, and specified legal advice is required to meet your particular needs. If you have a legal question you should consult with a lawyer.

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