Startups Stack Exchange Archive

Limit your co-founder’s ability to sell their stock?

It is common to have some clauses that between co-founders of a company, that when they are going to sell their share, they need to get approval from the company, i.e. vote via a board meeting?

Answer 7523

Usually, you set rules like this in the by-laws of the company.

Example by-law:

The right to transfer shares of the Corporation shall be restricted in that no shareholder shall be entitled to transfer any share or shares of the Corporation without the approval of:

the directors of the Corporation expressed by resolution passed by the votes cast by a majority of the directors of the Corporation at a meeting of the board of directors or signed by all of the directors of the Corporation; or the shareholders of the Corporation expressed by resolution passed by the votes cast by a majority of the shareholders who voted in respect of the resolution or signed by all shareholders entitled to vote on that resolution.

source: https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs04851.html

more on corporate by-laws: https://en.wikipedia.org/wiki/By-law#Corporate_by-laws


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