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Sale Of Shares Agreement Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that documents the terms and conditions for the sale and purchase of shares in a company. This document outlines the transaction details, including purchase price, number of shares, warranties, and conditions precedent, while ensuring compliance with New Zealand's Companies Act 1993 and relevant financial markets legislation. It includes provisions for completion mechanics, representations and warranties, and various protections for both parties, incorporating specific requirements under New Zealand corporate law and commercial practice.

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Sale Of Shares Agreement

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What is a Sale Of Shares Agreement?

The Sale Of Shares Agreement is a crucial document used in New Zealand business transactions when transferring ownership of company shares from one party to another. It serves as the primary legal instrument documenting the terms of sale, protecting both parties' interests, and ensuring compliance with New Zealand's corporate and securities laws. This agreement is essential for both private and public company transactions, containing detailed provisions about the sale price, payment terms, warranties, and conditions precedent. It must comply with the Companies Act 1993, Financial Markets Conduct Act 2013, and other relevant New Zealand legislation. The document is particularly important as it provides a clear framework for the transfer of ownership while managing risk through appropriate warranties and indemnities.

What sections should be included in a Sale Of Shares Agreement?

1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and addresses

2. Background: Context of the transaction, including company details and reason for the share sale

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

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the sale

6. Completion: Details of the completion process, timing, and obligations of each party

7. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and status of shares

8. Purchaser's Warranties: Warranties from the purchaser regarding authority and capacity to purchase

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

10. Confidentiality: Provisions regarding confidential information and announcements

11. Costs and Taxes: Allocation of transaction costs and tax obligations

12. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

What sections are optional to include in a Sale Of Shares Agreement?

1. Tag Along Rights: Include when minority shareholders need protection to join in the sale

2. Drag Along Rights: Include when majority shareholders need the right to force minorities to join the sale

3. Employee Matters: Include when the sale affects key employees or employee shareholders

4. Intellectual Property: Include when IP rights are significant to the share value

5. Non-Competition: Include when restraint of trade on sellers is required

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

7. Foreign Investment Provisions: Include when overseas investment approval is required

8. Break Fee: Include when parties want to specify compensation for transaction failure

What schedules should be included in a Sale Of Shares Agreement?

1. Schedule 1 - Share Details: Details of shares being sold including class, numbers, and any encumbrances

2. Schedule 2 - Company Details: Full company information including shareholding structure and subsidiaries

3. Schedule 3 - Warranties: Detailed warranties given by the seller regarding the company and shares

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

5. Schedule 5 - Company Assets: List of material assets owned by the company

6. Schedule 6 - Disclosed Matters: Matters disclosed against the warranties

7. Appendix A - Board Resolutions: Required board resolutions approving the share transfer

8. Appendix B - Share Transfer Forms: Pro forma share transfer documentation

Authors

Alex Denne

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

Jurisdiction

New Zealand

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions










Clauses




































Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Retail

Healthcare

Property and Real Estate

Mining and Resources

Agriculture

Transport and Logistics

Education

Construction

Media and Communications

Energy

Tourism and Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Company Secretariat

Compliance

Risk Management

Corporate Advisory

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Business Development Manager

Investment Manager

Mergers & Acquisitions Director

Finance Director

Commercial Director

Board Director

Compliance Officer

Corporate Advisory Manager

Financial Controller

Risk Manager

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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