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A Stock Agreement outlines the terms and conditions for buying, selling, or transferring company shares in New Zealand. This legal contract spells out key details like share prices, payment terms, and any restrictions on selling shares to outside parties.

These agreements play a vital role in protecting both companies and shareholders under the Companies Act 1993. They typically include important safeguards like pre-emptive rights (giving existing shareholders first dibs on buying shares), drag-along provisions, and specific rules for what happens to shares when a shareholder leaves the company or passes away.

Your business needs a Stock Agreement when bringing in new shareholders, selling existing shares, or setting up rules for future share transfers. This is especially important for private companies in New Zealand where shares aren't publicly traded and controlling ownership is crucial.

It's essential to put this agreement in place before any share transactions occur - particularly when starting a company, adding investors, or creating an employee share scheme. The agreement becomes your roadmap for handling shareholder exits, disputes, and maintaining control over who owns parts of your company, helping you avoid costly legal battles down the track.

• Simple Stock Purchase Agreement: Basic version for straightforward share purchases, ideal for small businesses and startups.
• Private Stock Sale Agreement: Tailored for private company transactions with detailed transfer restrictions and shareholder rights.
• Phantom Stock Agreement: Used for employee incentive schemes, providing benefits of stock ownership without actual shares.
• Common Stock Purchase Agreement: Standard format for regular share purchases with typical voting rights.
• Stock Sale Agreement: Comprehensive version covering complex transactions with detailed terms and conditions.

• Company Directors: Approve and execute Stock Agreements on behalf of the company, ensuring compliance with the Companies Act 1993.
• Shareholders: Sign and follow the agreement's terms when buying, selling, or transferring shares, including both existing and new investors.
• Corporate Lawyers: Draft and review agreements to protect all parties' interests and ensure legal compliance.
• Business Advisors: Guide clients through share transactions and help structure agreements that match business goals.
• Company Secretary: Maintains share registers, updates records, and ensures proper documentation of all stock transfers.

• Company Details: Gather current share structure, company constitution, and shareholder information from the Companies Register.
• Transaction Terms: Document the agreed share price, payment terms, and number of shares being transferred.
• Restrictions: List any pre-emptive rights, transfer limitations, or special conditions for future sales.
• Shareholder Rights: Define voting rights, dividend entitlements, and board representation.
• Due Diligence: Review company financials and verify share ownership before finalizing the agreement.
• Documentation: Use our platform to generate a legally compliant Stock Agreement that includes all essential elements for New Zealand.

• Party Details: Full legal names, addresses, and registration numbers of all shareholders and the company.
• Share Specifics: Number, class, and price of shares being transferred, plus payment terms.
• Transfer Terms: Pre-emptive rights, drag-along and tag-along provisions aligned with NZ Companies Act.
• Governance Rules: Voting rights, board representation, and dividend entitlements.
• Exit Provisions: Clear procedures for share transfers, death, or shareholder departure.
• Dispute Resolution: Methods for handling disagreements under New Zealand jurisdiction.
• Execution Block: Proper signature sections for all parties, with witness requirements.

A Stock Agreement differs significantly from a Stock Option Agreement in several key ways. While both deal with company shares, they serve distinct purposes and apply in different situations.

• Basic Purpose: Stock Agreements handle immediate share transfers and ownership rights, while Stock Option Agreements give someone the right to buy shares at a set price in the future.
• Timing of Transfer: Stock Agreements result in immediate share ownership changes, whereas Option Agreements create future purchase rights that may or may not be exercised.
• Common Usage: Stock Agreements typically handle investor buy-ins or share sales, while Option Agreements are often used for employee incentive schemes.
• Legal Requirements: Stock Agreements must meet immediate transfer requirements under the Companies Act 1993, while Option Agreements focus on future rights and vesting conditions.