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Shareholding Agreement

Shareholding Agreement Template for New Zealand

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Key Requirements PROMPT example:

Shareholding Agreement

"I need a Shareholders' Agreement for my New Zealand tech startup that's bringing on three new investors in March 2025, with specific provisions for protecting intellectual property and including vesting schedules for founder shares."

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Document background
The Shareholders' Agreement is a fundamental document in New Zealand corporate governance, designed to establish clear rules and procedures for managing shareholder relationships and company operations. This document becomes essential when a company has multiple shareholders, is seeking investment, or needs to formalize the rights and obligations of its stakeholders. The agreement complements the company's constitution and must comply with New Zealand's Companies Act 1993 and other relevant legislation. It typically includes provisions for share transfers, voting rights, dividend policies, management decisions, dispute resolution, and exit strategies. The Shareholders' Agreement is particularly crucial for private companies where shares are not publicly traded and shareholders need clear mechanisms for managing their interests and relationships.
Suggested Sections

1. Parties: Identifies all shareholders and the company as parties to the agreement

2. Background: Sets out the context of the agreement, company details, and purpose

3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement

4. Share Capital and Shareholdings: Details current share structure and shareholding percentages

5. Management and Decision Making: Outlines governance structure, board composition, and decision-making processes

6. Shareholders' Rights and Obligations: Specifies core rights and duties of shareholders

7. Transfer of Shares: Details processes and restrictions for transferring shares

8. Pre-emptive Rights: Establishes existing shareholders' rights to purchase shares before external sale

9. Dividend Policy: Sets out principles and procedures for dividend declarations and payments

10. Confidentiality: Protects company and shareholder confidential information

11. Dispute Resolution: Establishes procedures for resolving disagreements between shareholders

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

13. General Provisions: Contains standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Tag-Along and Drag-Along Rights: Used in companies with potential for sale or exit, allowing minority shareholders to join in sales (tag-along) or requiring them to sell (drag-along)

2. Vesting Provisions: Important for startups where founders or key employees earn their shares over time

3. Anti-dilution Protection: Relevant for companies planning future capital raises to protect existing shareholders

4. Share Valuation Methodology: Useful for private companies needing specific methods for valuing shares

5. Intellectual Property Rights: Essential for technology or IP-driven companies

6. Non-Compete and Non-Solicitation: Important where shareholders are also involved in business operations

7. Dead-Lock Resolution: Crucial for companies with equal shareholdings or voting rights

8. Put and Call Options: Used when shareholders want specific rights to buy or sell shares under certain conditions

9. Management Shareholders Provisions: Required when some shareholders are also employees or managers

Suggested Schedules

1. Schedule 1: Details of Shareholders: Complete list of shareholders with their details and shareholdings

2. Schedule 2: Company Information: Detailed company information including registration details and share structure

3. Schedule 3: Reserved Matters: List of decisions requiring special majorities or unanimous consent

4. Schedule 4: Share Transfer Form: Standard form for executing share transfers

5. Schedule 5: Deed of Adherence: Template for new shareholders to sign when joining the agreement

6. Schedule 6: Fair Value Calculation: Methodology for calculating share values

7. Schedule 7: Business Plan: Current business plan and strategic objectives

8. Appendix A: Board Rules and Procedures: Detailed governance procedures and board operations

9. Appendix B: Dividend Policy Details: Detailed procedures and calculations for dividend 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
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Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Financial Services

Agriculture

Construction

Education

Hospitality

Mining

Energy

Transportation

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Investor Relations

Corporate Affairs

Risk Management

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Board Director

Managing Director

Shareholder Relations Manager

Investment Manager

Corporate Governance Officer

Compliance Officer

Business Development Director

Financial Controller

Company Director

Investor Relations 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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