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Startup Shareholders Agreement Template for New Zealand

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Key Requirements PROMPT example:

Startup Shareholders Agreement

"I need a Startup Shareholders Agreement for my New Zealand-based fintech company with three co-founders, planning to close our seed funding round in March 2025 with two angel investors, including provisions for ESOP and anti-dilution protection."

Document background
The Startup Shareholders Agreement is a foundational document for New Zealand startups that defines the relationship between shareholders and establishes the framework for company governance. This agreement becomes necessary when a startup moves beyond initial formation to include multiple shareholders, whether they are founders, investors, or employees. It's particularly crucial when raising capital, implementing employee share schemes, or when shareholders have different rights and obligations. The agreement must comply with New Zealand's Companies Act 1993 and related legislation while addressing practical business needs such as share transfer restrictions, decision-making processes, and dispute resolution mechanisms. This document typically evolves as the startup grows, potentially requiring amendments to accommodate new investment rounds or changing business circumstances.
Suggested Sections

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

2. Background: Sets out the context of the agreement, including company formation, business purpose, and intention of the parties

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

4. Share Capital and Shareholdings: Details the company's share structure, classes of shares, and current shareholdings

5. Shareholders' Rights and Obligations: Outlines core rights and responsibilities of shareholders, including voting rights and capital contribution obligations

6. Board Composition and Management: Establishes board structure, appointment rights, and decision-making processes

7. Share Transfer Restrictions: Details restrictions on transfer of shares, including right of first refusal and tag-along/drag-along rights

8. Issue of New Shares: Procedures and restrictions for issuing new shares, including pre-emptive rights

9. Protection of Minority Interests: Provisions protecting minority shareholders' rights and interests

10. Confidentiality: Obligations regarding confidential information and trade secrets

11. Dispute Resolution: Procedures for resolving disputes between shareholders

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

Optional Sections

1. Vesting Provisions: Include when founders or key employees have shares subject to vesting schedules

2. Investor Rights: Include when there are institutional investors requiring specific rights such as information rights or board representation

3. Employee Share Scheme: Include when the company plans to implement an employee share ownership plan

4. Non-Compete and Non-Solicitation: Include when shareholders need to be restricted from competing activities

5. Tag-Along and Drag-Along Rights: Include for larger startups or when requested by institutional investors

6. Put and Call Options: Include when specific exit mechanisms are required for certain shareholders

7. Anti-Dilution Protection: Include when investors require protection against future down-rounds

8. Preferred Shareholder Rights: Include when the company has or plans to issue preferred shares

Suggested Schedules

1. Schedule 1: Details of the Company and Shareholders: Contains company information, shareholder details, and shareholding percentages

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

3. Schedule 3: Share Valuation Methodology: Agreed method for valuing shares for transfers or exits

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

5. Schedule 5: Business Plan: Initial business plan and key milestones (if applicable)

6. Schedule 6: Share Vesting Schedule: Details of any share vesting arrangements for founders or key employees

7. Appendix A: Company Constitution: Copy of the company's constitution

8. Appendix B: Share Certificate Template: Template for share certificates to be issued by the company

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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Relevant Industries

Technology

Software Development

Biotechnology

Fintech

E-commerce

Healthcare Technology

Clean Technology

Digital Media

Artificial Intelligence

Manufacturing

Consumer Products

Professional Services

Telecommunications

Agriculture Technology

Educational Technology

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Board of Directors

Compliance

Investment

Corporate Governance

Administration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Company Secretary

General Counsel

Corporate Lawyer

Investment Manager

Venture Capital Partner

Angel Investor

Board Director

Startup Founder

Chief Operating Officer

Legal Counsel

Corporate Development Manager

Investment Analyst

Compliance Officer

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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