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Director Shareholder Agreement

Director Shareholder Agreement Template for New Zealand

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Key Requirements PROMPT example:

Director Shareholder Agreement

"I need a Director Shareholder Agreement for my New Zealand technology startup that's bringing on two new investors in March 2025, with specific provisions for protecting intellectual property and including tag-along rights for minority shareholders."

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Document background
The Director Shareholder Agreement is a crucial document for companies operating in New Zealand, particularly those with multiple shareholders and directors. It serves as a cornerstone agreement that defines the relationship between the company's key stakeholders, establishing clear guidelines for corporate governance and operational management. This document is typically implemented when a company is formed, undergoes significant restructuring, or when new directors or shareholders join the organization. The agreement must comply with New Zealand's Companies Act 1993 and related legislation, while addressing specific needs such as share transfer restrictions, voting rights, dividend policies, and dispute resolution mechanisms. It's particularly valuable for private companies seeking to establish clear boundaries and expectations between directors and shareholders, while protecting the interests of all parties involved.
Suggested Sections

1. Parties: Identifies all parties to the agreement including the company, directors, and shareholders

2. Background: Explains the context and purpose of the agreement, including company details and reasons for entering into the agreement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Director Appointments and Duties: Details the process for appointing directors, their roles, responsibilities, and statutory duties

5. Shareholder Rights and Obligations: Outlines shareholders' rights, voting powers, and obligations

6. Share Capital and Issues: Describes the company's share structure, classes of shares, and processes for issuing new shares

7. Transfer of Shares: Details the procedures and restrictions for transferring shares, including pre-emptive rights

8. Company Management: Establishes decision-making processes, meeting procedures, and management structure

9. Dividend Policy: Sets out the approach to declaring and paying dividends

10. Confidentiality: Defines confidential information and establishes obligations to maintain confidentiality

11. Dispute Resolution: Outlines the process for resolving disputes between parties

12. Termination: Specifies circumstances and procedures for terminating the agreement

13. General Provisions: Includes standard legal provisions such as notices, amendments, and governing law

Optional Sections

1. Tag-Along and Drag-Along Rights: Include when shareholders want mechanisms to join in sales (tag-along) or force minority shareholders to join in sales (drag-along)

2. Intellectual Property Rights: Include when the company has significant IP assets that need protection

3. Non-Competition and Non-Solicitation: Include when restrictions on directors' and shareholders' competitive activities are needed

4. Director Remuneration: Include when specific director compensation arrangements need to be documented

5. Dead-Lock Resolution: Include for companies with equal shareholding to address potential voting deadlocks

6. Buy-Sell Provisions: Include when specific triggers for forced share purchases (death, disability, retirement) need to be addressed

7. Management Shareholders: Include when some shareholders are also involved in day-to-day management

Suggested Schedules

1. Share Capital Structure: Details of all share classes, numbers of shares, and shareholders

2. Reserved Matters: List of decisions requiring special majorities or unanimous consent

3. Share Valuation Methodology: Agreed method for valuing shares for transfers or buyouts

4. Deed of Adherence: Template for new shareholders to sign up to the agreement

5. Company Information: Key company details including registration number, registered office, and current directors

6. Pre-emptive Rights Procedure: Detailed process for implementing share transfer restrictions

7. Dividend Policy Details: Specific formulas or procedures for dividend calculations and distributions

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions













































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Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Construction

Agriculture

Education

Hospitality

Media and Entertainment

Energy

Transportation and Logistics

Mining and Resources

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Leadership

Company Secretariat

Compliance

Finance

Risk Management

Investment Relations

Corporate Affairs

Relevant Roles

Chief Executive Officer

Company Director

Managing Director

Board Member

Company Secretary

Chief Financial Officer

Corporate Lawyer

General Counsel

Compliance Officer

Board Chairman

Executive Director

Non-Executive Director

Company Founder

Investment Manager

Corporate Governance Officer

Industries





Teams

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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