Shareholder agreement vs. articles of incorporation

Wanted to know if a Shareholder Agreement will override any text originally filed within Articles of Incorporation. If the articles were filed with basic text and a shareholder agreement was later created for multiple shareholder, is there an issue if some of the terms don't match the original articles with respect to share transfer and so forth?

Asked 7 months ago in Richmond hill, Ontario
Categories: Business Law

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Shira Kalfa

Answer by Shira Kalfa

Not VerifiedOntario lawyer

No. Nothing can override the text in the Articles of Incorporation since this is the corporation's constitution. If you wish for this to be changed, you must file Articles of Amendment with the Ministry of Government and Consumer Services. You may also want to speak with a corporate lawyer because the terms normally listed in the Articles of Incorporation and terms listed in a shareholder's agreement are quite different, so the substance of your question should never arise. I would recommend you have a corporate lawyer review your documents to ensure they are binding and in accordance with the law.

Posted 7 months ago

Shira Kalfa is a founding partner of Kalfa Law, a business & tax law firm in Toronto. As the lead solicitor at Kalfa Law, Shiras' practice is focused on:

Corporate law including incorporation, joint ventures, partnership agreements, shareholder agreements and corporate restructuring
• Commercial law including asset and share purchase and sale transactions, contract drafting and review and financing
Tax law & tax planning 
Learn more about Kalfa Law here
Call Shira at: 416-631-7227
Email Shira at:

Please note that this is for informational purposes only and does not constitute legal advice to you. Legal advice pertaining to your particular situation can only be provided by a lawyer who has met with you to obtain all pertinent background information necessary to give you a formal legal opinion. For formal legal advice, hire a lawyer (many give a free first consultation). Contact Shira Kalfa, or search the Lawyer Directory.

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