A business development toolkit designed for Quebec’s video game studios. It brings together practical insights and reliable resources to help studios understand the key challenges of building and growing a business, and know where to find additional guidance.
The Game Studio Toolkit
1.4 Founders’ and Shareholders’ Agreements
Founders’ and Shareholders’ Agreements
Starting a business with other people involves more than deciding who owns what percentage of the studio.
Founders also need to clarify their expectations and plan for what might happen if someone leaves, reduces their involvement, wants to sell their ownership stake, or disagrees with the others on an important decision.
A founders’ agreement or shareholders’ agreement helps establish these rules while relationships are still positive, rather than having to negotiate them when a conflict or departure occurs.
The goal is not to anticipate every possible scenario. It is to address situations that could significantly affect the studio’s ownership, control, or continuity.
Key Takeaways
- A founders’ agreement is not just about managing conflicts. It helps clarify expectations, commitments, and important ground rules from the outset.
- Owning part of a studio and continuing to work there are two different things. It is important to establish what happens to someone’s ownership stake if their level of involvement changes.
- A shareholders’ agreement is a legally binding contract. Founding teams benefit from agreeing on the underlying business principles first, then working with a qualified legal professional to formalize them properly.
Why It Matters
When starting out, founders generally share the same priority: moving their game forward and building the studio.
Over time, circumstances can change. A founder may receive another job offer, need to reduce their involvement, decide to leave the company, sell their shares, or simply no longer share the same vision.
These situations are a normal part of running a business. The risk comes from having to make difficult decisions under pressure about how a departure, disagreement, or change in involvement affects the studio’s ownership, control, and continuity.
A clear agreement allows these issues to be addressed in advance, including procedures for departures, share transfers or buyouts, and dispute resolution. It helps protect everyone involved and the studio itself, even when the working relationship comes to an end.
Ressources
La Guilde Service Partners Who Can Help
SIXØCINQ supports businesses in the creative and cultural industries with legal, corporate, and business matters. The firm can assist studios in drafting or reviewing founders’ and shareholders’ agreements, as well as establishing rules governing company ownership and governance.
Additional Resources
BDC | What Is a Shareholders’ Agreement?
An accessible introduction to the key matters a shareholders’ agreement can address, including share transfers, major decisions, departures, dispute resolution mechanisms, and exit strategies. The resource also explains how a shareholders’ agreement differs from a unanimous shareholders’ agreement.
Corporations Canada | Share Structure and Shareholders
An official resource explaining shareholders’ rights, share transfers, and the role of shareholders’ agreements. It also outlines situations that an agreement can address, such as a shareholder’s departure, death, or sale of shares.
LégisQuébec | Business Corporations Act
The official legal reference for corporations incorporated in Quebec. Sections 213 and following address unanimous shareholders’ agreements, including the implications of transferring certain powers from the board of directors to the parties to such an agreement.