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Shareholder Agreement
I need a shareholder agreement for a small startup with three co-founders, outlining equity distribution, decision-making processes, and procedures for resolving disputes. The agreement should include provisions for issuing new shares, restrictions on share transfers, and a mechanism for handling the exit of a shareholder.
What is a Shareholder Agreement?
A Shareholder Agreement sets out the rules and rights between people who own shares in a company. It covers key decisions about running the business, selling shares, and handling disputes. Think of it as a roadmap that helps shareholders work together smoothly and protects everyone's interests.
Under NZ company law, these agreements add important protections beyond what's in the Companies Act. They spell out how profits get shared, who can buy new shares, and what happens if someone wants to leave the business. Most Kiwi companies use them to prevent messy situations and keep relationships clear between shareholders - especially in smaller, privately-held firms.
When should you use a Shareholder Agreement?
Get a Shareholder Agreement in place when you're starting a company with multiple owners or bringing new shareholders aboard. It's especially crucial for small-to-medium NZ businesses where shareholders take active roles in running the company. The earlier you set these ground rules, the better.
This agreement becomes vital when shareholders have different levels of involvement, investment amounts, or future plans. It protects everyone if someone wants to sell their shares, can't work anymore, or disagrees about major business decisions. Many Kiwi companies create one alongside their company constitution to prevent costly disputes and maintain clear expectations.
What are the different types of Shareholder Agreement?
- Basic Shareholder Agreement: Standard version covering essential rights and obligations - perfect for straightforward business setups
- Shareholder Investment Agreement: Focuses on capital raising and investor protections, ideal when bringing in new investors
- Employee Shareholder Agreement: Specifically designed for staff share schemes and employee ownership structures
- Shareholder Transfer Agreement: Handles share sales and ownership changes between existing shareholders
- Shareholder Contract: Comprehensive version with detailed governance and management provisions
Who should typically use a Shareholder Agreement?
- Company Directors: Often initiate and oversee the agreement's creation, ensuring it aligns with the company's strategic goals
- Shareholders: Sign and are bound by the agreement's terms, including voting rights and share transfer restrictions
- Corporate Lawyers: Draft and review the agreement to ensure compliance with NZ company law and protect all parties' interests
- Business Advisors: Help structure the agreement's terms and explain implications to shareholders
- Company Secretary: Maintains the agreement and ensures ongoing compliance with its provisions
- Potential Investors: Review existing agreements before buying shares to understand their rights and obligations
How do you write a Shareholder Agreement?
- Company Details: Gather full legal names, registration numbers, and registered office address
- Shareholder Information: List all shareholders with their share amounts, classes, and ownership percentages
- Decision Rules: Define which decisions need majority vs unanimous approval
- Share Transfer Terms: Outline rules for selling shares, including first right of refusal processes
- Exit Provisions: Plan how shareholders can leave and how their shares will be valued
- Dividend Policy: Document how and when profits will be distributed
- Dispute Resolution: Specify how disagreements will be handled under NZ law
- Review Process: Use our platform to generate a legally sound draft that covers all these elements
What should be included in a Shareholder Agreement?
- Party Details: Full legal names and addresses of all shareholders and the company
- Share Structure: Classes of shares, rights attached, and initial allocation details
- Transfer Provisions: Rules for selling or transferring shares, including pre-emptive rights
- Management Rights: Decision-making processes and voting thresholds for key business matters
- Dividend Policy: Clear terms for profit distribution and reinvestment
- Dispute Resolution: Procedures aligned with NZ law for handling disagreements
- Exit Mechanisms: Buy-out procedures and valuation methods
- Governing Law: Explicit statement that NZ law applies
- Execution Block: Proper signature sections for all parties
What's the difference between a Shareholder Agreement and a Joint Venture Shareholders' Agreement?
People often confuse a Shareholder Agreement with a Joint Venture Shareholders' Agreement. While both deal with company ownership, they serve different purposes and situations.
- Scope and Purpose: A Shareholder Agreement covers ongoing relationships between all company shareholders, while a Joint Venture Agreement focuses specifically on a temporary partnership between two or more entities for a specific project
- Duration: Shareholder Agreements typically last for the company's lifetime, whereas Joint Venture agreements usually have a defined end point
- Resource Sharing: Joint Venture agreements detail how parties share resources, technology, and expertise - elements rarely found in standard Shareholder Agreements
- Exit Provisions: Joint Venture agreements emphasize project completion and wind-up procedures, while Shareholder Agreements focus on share transfers and succession planning
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