108 (1) A written agreement between two or more shareholders may provide that in exercising voting rights the shares held by them shall be voted as therein provided.  R.S.O. 1990, c. B.16, s. 108 (1). Idem (2) A written agreement among all the shareholders of a corporation or among all the shareholders and one or more persons who are not shareholders may restrict in whole or in part the powers of the directors to manage or supervise the management of the business and affairs of the corporation.  R.S.O. 1990, c. B.16, s. 108 (2). Unanimous shareholder agreement (3) Where a person who is the registered holder of all the issued shares of a corporation makes a written declaration that restricts in whole or in part the powers of the directors to manage or supervise the management of the business and affairs of a corporation, the declaration shall be deemed to be a unanimous shareholder agreement.  R.S.O. 1990, c. B.16, s. 108 (3); 2006, c. 34, Sched. B, s. 16 (1). Party to unanimous shareholder agreement (4) A transferee of shares subject to a unanimous shareholder agreement shall be deemed to be a party to the agreement.  R.S.O. 1990, c. B.16, s. 108 (4); 2006, c. 8, s. 119 (1). Where shareholder has power, etc., of director (5) A shareholder who is a party to a unanimous shareholder agreement has all the rights, powers, duties and liabilities of a director of a corporation, whether arising under this Act or otherwise, including any defences available to the directors, to which the agreement relates to the extent that the agreement restricts the discretion or powers of the directors to manage or supervise the management of the business and affairs of the corporation and the directors are relieved of their duties and liabilities, including any liabilities under section 131, to the same extent.  2006, c. 34, Sched. B, s. 16 (2). Unanimous shareholder agreement (5.1) Nothing in this section prevents shareholders from fettering their discretion when exercising the powers of directors under a unanimous shareholder agreement.  2006, c. 34, Sched. B, s. 16 (2); 2017, c. 2, Sched. 12, s. 1 (5). Matter that a unanimous shareholder agreement may provide (6) A unanimous shareholder agreement may, without restricting the generality of subsection (2), provide that, (a)  any amendment of the unanimous shareholder agreement may be effected in the manner specified therein; and (b)  in the event that shareholders who are parties to the unanimous shareholder agreement are unable to agree on or resolve any matter pertaining to the agreement, the matter may be referred to arbitration under such procedures and conditions as are specified in the unanimous shareholder agreement.  R.S.O. 1990, c. B.16, s. 108 (6). Issuance or shares subject to unanimous shareholder agreement (7) 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 shall be deemed to be a party to the agreement whether or not that person had actual knowledge of it when the share was issued; (b)  the issue of the share does not operate to terminate the agreement; and (c)  if that person is a purchaser for value without notice of the agreement, that person may rescind the contract under which the shares were acquired by giving notice to that effect to the corporation within 60 days after the person actually receives a complete copy of the agreement.  2006, c. 8, s. 119 (2). Transfer of shares subject to unanimous shareholder agreement (8) If a unanimous shareholder agreement is in effect when a person who was not otherwise a party to the agreement acquires a share of the corporation, other than under subsection (1), (a)  the person who acquired the share shall be deemed to be a party to the agreement whether or not that person had actual knowledge of it when he or she 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.  2006, c. 8, s. 119 (2). Notice of objection (9) If a person referred to in subsection (8) is a purchaser for value without notice of the unanimous shareholder agreement and the transferor’s share certificate, if any, did not contain a reference to the unanimous shareholder agreement, the transferee may, within 60 days after he or she actually receives a complete copy of the agreement, send to the corporation and the transferor a notice of objection.  2006, c. 8, s. 119 (2). Rights of transferee (10) If a person sends a notice of objection under subsection (9), that person is entitled to, (a)  rescind the contract under which the shares were acquired by giving notice to that effect to the corporation and the transferor within 60 days after the transferee actually receives a complete copy of the unanimous shareholder agreement; or (b)  demand that the transferor pay the transferee the fair value of the shares held by the transferee, determined as of the close of business on the day on which the transferee delivers the notice of objection to the corporation, in which case subsections 185 (4), (18) and (19) apply, with the necessary modifications, as if the transferor were the corporation.  2006, c. 8, s. 119 (2); 2011, c. 1, Sched. 2, s. 1 (7). Deficiency (11) A transferee who is entitled to be paid the fair value of the transferee’s shares under clause (10) (b) also has the right to recover from the transferor the amount by which the value of the consideration paid for those shares exceeds their fair value.  2006, c. 8, s. 119 (2). Section Amendments with date in force (d/m/y) 2006, c. 8, s. 119 (1, 2) - 01/01/2007; 2006, c. 34, Sched. B, s. 16 (1, 2) - 01/08/2007 2011, c. 1, Sched. 2, s. 1 (7) - 31/12/2015 2017, c. 2, Sched. 12, s. 1 (5) - 22/03/2017 PART VIII   PROXIES