MHHS · Business Corporations Act
Part 11 — Shareholders
146 Unanimous shareholder agreement
or all of the following:
(a) the regulation of the rights and liabilities of the
shareholders, as shareholders, among themselves or between
themselves and any other party to the agreement;
(b) the regulation of the election of directors;
(c) the management of the business and affairs of the
corporation, including the restriction or abrogation, in whole
or in part, of the powers of the directors;
(d) any other matter that may be contained in a unanimous
shareholder agreement pursuant to any other provision of
this Act.
(2) If a unanimous shareholder agreement is in effect at the time a
share is issued by a corporation to a person other than an existing
shareholder,
(a) that person is deemed to be a party to the agreement whether
or not the person had actual knowledge of it when the share
certificate was issued,
(b) the issue of the share certificate does not operate to
terminate the agreement, and
(c) if that person is a bona fide purchaser without actual
knowledge of the unanimous shareholder agreement, that
person may rescind the contract under which the shares
were acquired by giving a notice to that effect to the
corporation within a reasonable time after the person
receives actual knowledge of the unanimous shareholder
agreement.
(3) If a unanimous shareholder agreement is in effect when a
person who is not a party to the agreement acquires a share of a
corporation, other than under subsection (2),
RSA 2000
(a) the person who acquired the share is deemed to be a party to
the agreement whether or not the person had actual
knowledge of it when the person acquired the share, and
(b) neither the acquisition of the share nor the registration of
that person as a shareholder operates to terminate the
agreement.
(4) If
(a) a person referred to in subsection (3) is a protected
purchaser as defined in the Securities Transfer Act and did
not have actual knowledge of the unanimous shareholder
agreement, and
(b) the person's transferor's share certificate did not contai n a
reference to the unanimous shareholder agreement,
that person may, within 30 days after the person acquires actual
knowledge of the existence of the agreement, send to the
corporation a notice of objection to the agreement.
(5) If a person sends a notice of objection under subsection (4),
(a) the person is entitled to be paid by the corporation the fair
value of the shares held by the person, determined as of the
close of business on the day on which the person became a
shareholder, and
(b) section 191(4) and (6) to (20) apply, with the necessary
changes, as if the notice of objection under subsection (4)
were a written objection sent to the corporation under
section 191(5).
(6) A transferee who is entitled to be paid the fair value of the
transferee's shares under subsection (5) also has the right to recover
from the transferor by action the amount by which the value of the
consideration paid for the transferee's shares exceeds the fair value
of those shares.
(7) A shareholder who is a party or is deemed to be a party to a
unanimous shareholder agreement has all the rights, powers and
duties and incurs all the liabilities, subject to any defences available
to a director of the corporation, of a director of the corporation to
which the agreement relates to the extent that the agreement
restricts the powers of the directors to manage the business and
affairs of the corporation, and the directors are thereby relieved of
their duties and liabilities, including any liabilities under section
119 or any other enactment, to the same extent.
RSA 2000
(8) A unanimous shareholder agreement may not be amended
without the written consent of all those who are shareholders at the
effective date of the amendment.
(9) A unanimous shareholder agreement may exclude the
application to the agreement of all but not part of this section.
(10) Nothing in this section prevents shareholders from fettering
their discretion when exercising the powers of directors under a
unanimous shareholder agreement.
RSA 2000 cB-9 s146;2005 c8 s34;2006 cS-4.5 s106;
2021 c18 s37