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Simple Stock Purchase Agreement Between Shareholders Template for New Zealand

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Key Requirements PROMPT example:

Simple Stock Purchase Agreement Between Shareholders

"I need a Simple Stock Purchase Agreement Between Shareholders for my tech startup in Auckland, where I'm selling 25% of my shares to a fellow co-founder, with completion planned for March 2025 and payment in two installments."

Document background
The Simple Stock Purchase Agreement Between Shareholders is a fundamental document used when one shareholder wishes to sell their shares directly to another shareholder in a New Zealand company. This document is particularly relevant for private companies where shares are not traded on public markets. It ensures compliance with New Zealand's Companies Act 1993 and other relevant legislation, while providing a clear framework for the transaction. The agreement is typically used in situations where shareholders' agreements permit direct transfers, and it includes essential elements such as share valuation, payment terms, warranties, and completion requirements. It's designed to be straightforward while still providing adequate protection for both parties and ensuring proper documentation of the share transfer for company records and regulatory compliance.
Suggested Sections

1. Parties: Identifies and provides full legal details of the seller(s) and purchaser(s) of the shares

2. Background: Outlines the context of the transaction, including details about the company whose shares are being transferred

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase: Specifies the number and class of shares being sold and the agreed purchase price

5. Purchase Price and Payment: Details the purchase price, payment method, and timing of payment

6. Completion: Specifies the completion date and requirements for transfer of shares

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

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

9. Confidentiality: Obligations regarding confidential information related to the transaction

10. Costs: Allocation of transaction costs between parties

11. Notices: Process for giving formal notices under the agreement

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

13. Execution: Formal signing section with date and witness requirements

Optional Sections

1. Conditions Precedent: Used when completion is subject to certain conditions being met, such as regulatory approvals or third-party consents

2. Security for Payment: Include when payment is not made in full at completion and security is required

3. Board Approval: Required when the company's constitution or shareholders' agreement requires board approval for share transfers

4. Tag-Along Rights: Include when existing shareholders should have the right to join in the sale

5. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join in a sale

6. Non-Competition: Include when the seller should be restricted from competing post-sale

7. Tax Indemnity: Include when specific tax implications need to be addressed

Suggested Schedules

1. Share Details: Detailed description of the shares being sold including share certificate numbers and share class rights

2. Company Details: Key information about the company including incorporation details, registered office, and directors

3. Warranties: Detailed warranties beyond those in the main agreement

4. Completion Requirements: Checklist of documents and actions required for completion

5. Existing Encumbrances: Details of any existing charges or encumbrances over the shares

6. Board Resolution: Copy of board resolution approving the share transfer (if required)

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

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