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Buying & Selling a Business

What happens if my co-owner and I never signed anything formal when we started the business together?

TSL Written by the Treadstone Law team· Updated August 2026

Without a shareholders' agreement, or a partnership agreement if you never incorporated, you're generally left relying on default rules — Ontario's Business Corporations Act for a corporation, or the Partnerships Act if you're operating as an unincorporated partnership — which tend to be far less protective and less specific than a properly negotiated agreement, particularly around what happens on disagreement, departure, or a buyout.

This often means there's no shotgun clause, no agreed valuation method, and no clear process for one owner to exit or force a resolution if things go sideways, leaving negotiation, or in serious cases a court application, as the main paths forward. If your relationship is currently workable, the single most useful thing you can do now is put a proper shareholders' or partnership agreement in place before a dispute arises, since these documents are far easier to negotiate calmly while things are going well than after a disagreement has already started.

Key takeaways

  • Without an agreement, only the default rules under general corporate or partnership law apply.
  • Default rules generally lack a shotgun clause, agreed valuation method, or clear exit process.
  • Disputes without a governing agreement often end up in negotiation or a court application.
  • Putting an agreement in place while relations are good is far easier than after a dispute starts.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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