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Simple Shareholder Agreement Template for New Zealand

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Key Requirements PROMPT example:

Simple Shareholder Agreement

"I need a Simple Shareholder Agreement for a tech startup with three founding shareholders, including specific provisions for future investment rounds and protection of intellectual property rights, to be implemented by March 2025."

Document background
The Simple Shareholder Agreement is essential for any New Zealand company with multiple shareholders, whether it's a startup or an established business. This document becomes particularly important when transitioning from a single-shareholder to a multi-shareholder structure, or when establishing a new company with multiple investors. It addresses key aspects such as share transfers, voting rights, dividend policies, and management decisions, all while ensuring compliance with New Zealand corporate law, particularly the Companies Act 1993. The agreement helps prevent future disputes by clearly defining shareholders' rights and obligations, protecting both majority and minority interests, and establishing clear procedures for important company decisions. It's typically used alongside the company's constitution and can be customized to suit specific business needs while maintaining its fundamental purpose of governing shareholder relationships.
Suggested Sections

1. Parties: Identifies all shareholders and the company entering into the agreement

2. Background: Sets out the context of the agreement and the company's current shareholding structure

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

4. Share Ownership: Details current shareholding and share classes

5. Shareholders' Rights and Obligations: Core rights and duties of shareholders including voting rights and dividend entitlements

6. Transfer of Shares: Rules and procedures for transferring shares, including right of first refusal

7. Management and Decision Making: Procedures for shareholder meetings and voting requirements for key decisions

8. Confidentiality: Obligations regarding company and shareholder confidential information

9. Dispute Resolution: Process for resolving disagreements between shareholders

10. Term and Termination: Duration of the agreement and circumstances for termination

11. General Provisions: Standard legal clauses including notices, amendments, and governing law

Optional Sections

1. Drag Along and Tag Along Rights: Include when shareholders want provisions for forced sale or right to join in sale of shares

2. Pre-emptive Rights: Include when shareholders want first right to purchase new shares issued by the company

3. Non-competition and Non-solicitation: Include when shareholders need to be restricted from competing or poaching employees

4. Dividend Policy: Include when specific dividend distribution rules need to be established

5. Share Valuation: Include when specific methods for valuing shares need to be agreed upon

6. Dead Lock Resolution: Include when equal shareholding exists and specific deadlock resolution procedures are needed

7. Director Appointment Rights: Include when shareholders want specific rights to appoint directors

Suggested Schedules

1. Schedule 1: Share Capital Table: Detailed breakdown of shareholding structure including share classes and numbers

2. Schedule 2: Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval

3. Schedule 3: Share Transfer Notice: Template for notifying intent to transfer shares

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

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

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

Relevant legal definitions



































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Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Financial Services

Agriculture

Construction

Education

Hospitality

Media and Entertainment

Mining and Resources

Transport and Logistics

Relevant Teams

Legal

Corporate Secretariat

Executive Leadership

Finance

Compliance

Risk Management

Board of Directors

Corporate Affairs

Investor Relations

Relevant Roles

Chief Executive Officer

Company Director

Company Secretary

Corporate Lawyer

Legal Counsel

Chief Financial Officer

Investment Manager

Business Development Manager

Compliance Officer

Board Member

Managing Director

Shareholder Relations Manager

Corporate Governance Officer

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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