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Deed Of Sale Of Shares Template for New Zealand

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Key Requirements PROMPT example:

Deed Of Sale Of Shares

"I need a Deed of Sale of Shares for the transfer of 40% shareholding in a New Zealand tech startup from three individual sellers to a corporate investor, with completion scheduled for March 2025 and including earn-out provisions based on revenue targets."

Document background
A Deed of Sale of Shares is a crucial legal instrument used in New Zealand for documenting and executing the transfer of company shares between parties. This document is essential when conducting share sales, whether for small private companies or larger corporate entities. It sets out the complete terms and conditions of the share transfer, including the purchase price, payment terms, warranties, and completion requirements. The deed must comply with New Zealand's legal framework, particularly the Companies Act 1993 and Contract and Commercial Law Act 2017. It provides security and certainty to both parties by clearly documenting their rights and obligations, while also addressing important aspects such as tax implications, regulatory requirements, and any specific conditions precedent to the transfer.
Suggested Sections

1. Parties: Identifies and details all parties to the deed, including the seller(s) and purchaser(s) of the shares

2. Background: Sets out the context of the transaction, including details of the company whose shares are being transferred

3. Definitions and Interpretation: Defines key terms used throughout the deed and establishes interpretation principles

4. Sale and Purchase: Core provision detailing the agreement to sell and purchase the shares

5. Purchase Price: Specifies the consideration and payment terms for the shares

6. Completion: Details the completion (settlement) process, timing, and requirements

7. Seller's Warranties: Warranties given by the seller regarding the shares, company status, and other material matters

8. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter the deed and financial ability

9. Pre-Completion Obligations: Obligations of parties between signing and completion

10. Confidentiality: Provisions regarding confidentiality of the transaction and company information

11. Notices: Specifies how formal notices under the deed must be given

12. General Provisions: Standard boilerplate provisions including governing law, entire agreement, and amendments

Optional Sections

1. Purchase Price Adjustment: Used when the price may be adjusted based on completion accounts or other factors

2. Earn-out Provisions: Included when part of the purchase price is contingent on future performance

3. Tax Indemnity: Detailed tax provisions when specific tax risks need to be allocated

4. Non-Competition: Restraint of trade provisions when the seller needs to be restricted from competing

5. Continued Employment: Used when key shareholders will remain employed by the company

6. Intellectual Property: Special provisions for companies where IP is a significant asset

7. Related Party Arrangements: Provisions dealing with existing related party arrangements that need to be terminated or continued

8. Overseas Investment Conditions: Required when the transaction needs overseas investment approval

Suggested Schedules

1. Share Details: Details of the shares being sold including class, number, and percentage of total issued shares

2. Company Details: Full corporate information about the company whose shares are being transferred

3. Warranties: Detailed warranties given by the seller about the company and its business

4. Completion Requirements: Detailed list of documents and actions required for completion

5. Disclosed Matters: Specific disclosures against the warranties

6. Form of Share Transfer: The prescribed form for transferring the shares

7. Board Resolutions: Pro-forma board resolutions required to approve the share transfer

8. Existing Charges and Encumbrances: List of any existing charges or encumbrances over the shares or company assets

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Retail

Healthcare

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Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Board of Directors

Executive Leadership

Investment

Corporate Advisory

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Director

Managing Director

Investment Manager

Business Development Manager

Financial Controller

Compliance Officer

Corporate Advisory Manager

Mergers & Acquisitions Manager

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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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