Two-Party USA
A shareholder agreement signed by everyone, with statutory effect.
A specific type of shareholder agreement, recognized under Canadian corporate law, in which all shareholders agree to restrict or remove some of the board of directors' powers and shift them to the shareholders directly. Because it binds every shareholder (including future ones who buy in), it needs unanimous consent to create or amend.
- Business days
- 1–5Business days
- Lawyer reviewed
- 100%Lawyer reviewed
- Surprise bills
- $0Surprise bills
What a Two-Party USA should include
Unanimity — signature by all shareholders, which is what gives the document its character.
Transfer of directors' powers — which decisions move from the board to the shareholders, and which stay.
Reserved matters — the list requiring shareholder approval, and the threshold for each.
Transfers and exits — the same transfer, departure and drag mechanics as any shareholder agreement.
Deadlock — how a tie is broken.
Effect on new shareholders — how someone acquiring shares becomes bound.
When you need one
When all shareholders will sign and you want decisions that would otherwise sit with the directors to sit with the owners instead. If unanimity is not achievable, an ordinary shareholder agreement between those who will sign is the realistic alternative.
How Ruby drafts it
Tell us what you need
Describe the agreement, your business context, and how fast you need it. A few smart questions, not a legal questionnaire. Your price and turnaround are confirmed before anything starts.
Ruby drafts it
Once pricing is confirmed a qualified Ruby lawyer is assigned to your file, and the first draft is built from your answers and real Canadian statute.
A licensed lawyer reviews every line
A lawyer licensed in Canada reviews and finalizes the document before it reaches you, and writes the plain-language summary that comes with it.
Signed, stored, and yours to revisit
You get the final agreement and its summary, stored so you can come back to it rather than hunting through email for the current version.
The fee is set before any of that starts. Hourly billing moves as scope does; a flat fee is one number, confirmed in writing, that doesn’t change after the work is done. See how Ruby prices agreements.
Or did you mean one of these?
These get confused with a Two-Party USA often enough to be worth ruling out before you buy the wrong document.
Questions people ask
Canadian corporate statutes recognise it specifically and allow it to restrict or transfer powers that otherwise belong to the directors. An ordinary shareholder agreement binds only the parties to it and does not have that statutory effect.
Yes — the unanimity is what makes it what it is. If one shareholder will not sign, what you have is a contract among the others, with different consequences.
The agreement should require anyone acquiring shares to sign on, usually through a joinder. Without that, unanimity lapses the first time shares change hands.
Looking for the plain definition rather than the document? See Two-Party USA in the Ruby legal glossary.
This page is general information about Canadian business law and is not legal advice. Laws differ by province and change over time, and how they apply depends on your circumstances. For advice on your situation, speak with a lawyer licensed in your province.
Need a Two-Party USA?
Ruby drafts it for a flat $1299 CAD, confirmed before any work begins, with a licensed Canadian lawyer on every document.