Yes — a purchaser of shares subject to a unanimous shareholders agreement is deemed a party to it automatically, whether or not they were ever shown a copy.
Short answer
The CBCA does not make a unanimous shareholder agreement (USA) conditional on the buyer knowing about it. Section 146(3) deems any purchaser or transferee of the shares to be a party to the agreement the moment the shares change hands — that includes whatever director-level duties and restrictions the USA has moved from the board to the shareholders. The buyer's only protection is a short, clock-started-on-discovery right to unwind the purchase, not a right to ignore the agreement.
CBCA s.146(3) is unqualified: “A purchaser or transferee of shares subject to a unanimous shareholder agreement is deemed to be a party to the agreement.” CBCA s.146(3) That matters because a USA can, under s.146(5), transfer “the rights, powers, duties and liabilities of a director” of the corporation to the shareholders who are party to it — a buyer who becomes a constructive party inherits those obligations along with the shares, regardless of whether the agreement was ever disclosed during diligence.
s.146(4) gives an undisclosed purchaser a narrow way out: “If notice is not given to a purchaser or transferee of the existence of a unanimous shareholder agreement, in the manner referred to in subsection 49(8) or otherwise, the purchaser or transferee may, no later than 30 days after they become aware of the existence of the unanimous shareholder agreement, rescind the transaction by which they acquired the shares.” CBCA s.146(4) The clock does not start at closing — it starts when the buyer actually learns the USA exists, which can be well after the deal has closed and integration has started.
The Act's ordinary mechanism for notice is the share certificate. CBCA s.49(8) lists what a corporation must note on a security certificate to make a restriction effective against a transferee, and paragraph (c) is squarely “a unanimous shareholder agreement.” CBCA s.49(8)(c) A buyer who reviewed the certificates (or the register, for uncertificated shares) has notice as a matter of law whether or not anyone walked them through the USA's terms — which is what closes off the 30-day rescission route in most ordinary diligence-reviewed deals.
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