The Partnership Shareholder Agreement is essential for businesses in New Zealand where partners wish to formalize their relationship while also holding shares in a company structure. This hybrid agreement is particularly useful for professional services firms, family businesses, and growing companies with multiple stakeholders. It addresses the complex interplay between partnership obligations and shareholder rights, providing clear guidelines for business operations, profit sharing, decision-making, and dispute resolution. The document must comply with New Zealand's legal framework, particularly the Companies Act 1993 and Partnership Act 1908, and typically includes provisions for capital contributions, management responsibilities, share transfers, and exit strategies. It's commonly used when establishing new business partnerships, admitting new partners, or restructuring existing business relationships where partners also hold shares in the company.
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1. Parties: Identification of all partners/shareholders and the company
2. Background: Context of the agreement, existing relationship between parties, and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Partnership and Company Structure: Details of partnership arrangement, shareholding structure, and relationship between partners
5. Capital Contributions: Initial and ongoing capital contributions, funding obligations, and capital accounts
6. Shareholding and Share Rights: Classes of shares, rights attached to shares, and shareholding percentages
7. Management and Decision Making: Governance structure, voting rights, and decision-making processes
8. Partners' and Shareholders' Obligations: Duties, responsibilities, and obligations of all parties
9. Financial Matters: Profit distribution, dividend policy, accounting practices, and financial reporting
10. Transfer of Shares: Rules and restrictions on share transfers, including pre-emptive rights
11. Exit Provisions: Procedures for partner/shareholder exit, including good/bad leaver provisions
12. Dispute Resolution: Process for resolving disputes between partners/shareholders
13. Confidentiality: Protection of confidential information and trade secrets
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Intellectual Property: Provisions for IP ownership and licensing when the partnership involves significant IP assets
2. Non-Competition: Restrictions on competitive activities, used when partners might have competing interests
3. Tag-Along and Drag-Along Rights: Special share transfer provisions for minority shareholder protection or majority exit facilitation
4. Put and Call Options: Optional share purchase mechanisms for specific circumstances
5. Employee Shareholders: Special provisions for partners who are also employees
6. International Operations: Additional provisions for partnerships operating across multiple jurisdictions
7. Death and Incapacity: Specific procedures for handling partner death or incapacity, particularly relevant for family businesses
8. Business Succession: Detailed succession planning provisions for family businesses or long-term partnerships
1. Schedule 1: Company Details: Details of the company including registration number, registered office, and directors
2. Schedule 2: Initial Shareholding: Table showing initial share allocation and classes of shares
3. Schedule 3: Capital Contributions: Detailed breakdown of partners' capital contributions
4. Schedule 4: Business Plan: Initial business plan and strategic objectives
5. Schedule 5: Reserved Matters: List of decisions requiring special majority or unanimous consent
6. Schedule 6: Share Valuation Methodology: Agreed method for valuing shares for transfers or exits
7. Schedule 7: Deed of Adherence: Template for new partners/shareholders joining the agreement
8. Schedule 8: Key Performance Indicators: Performance metrics for the partnership and individual partners if applicable
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Family Business
Technology and startups
Consulting
Medical and Healthcare Practices
Legal Services
Accounting and Financial Services
Real Estate and Property Development
Architecture and Design
Engineering Services
Retail and Hospitality
Manufacturing
Agricultural Business
Relevant Teams
Legal
Corporate Governance
Board of Directors
Executive Leadership
Finance
Company Secretariat
Compliance
Business Development
Partnership Committee
Strategic Planning
Risk Management
Relevant Roles
Managing Partner
CEO
Company Director
Business Owner
Founding Partner
Chief Financial Officer
Company Secretary
General Counsel
Managing Director
Executive Director
Equity Partner
Board Member
Shareholder Representative
Corporate Lawyer
Business Development Director
Family Business Manager
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