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Unanimous Shareholder Agreement Template for New Zealand

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Key Requirements PROMPT example:

Unanimous Shareholder Agreement

"I need a Unanimous Shareholder Agreement for my New Zealand technology startup with three co-founders, including provisions for future investment rounds and employee share schemes planned for March 2025."

Document background
The Unanimous Shareholder Agreement is a crucial document for New Zealand companies with multiple shareholders who wish to establish clear rules governing their relationship with each other and the company. This agreement becomes particularly relevant when setting up a new company, admitting new shareholders, or formalizing existing shareholder arrangements. The document addresses key aspects such as share transfers, voting rights, management decisions, dispute resolution, and exit mechanisms, all while ensuring compliance with New Zealand corporate law. It provides protection for minority shareholders while allowing for efficient company operation and decision-making. The agreement is essential for companies seeking to prevent potential conflicts and ensure smooth governance by establishing clear protocols and procedures that all shareholders agree to follow.
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 details and purpose of the agreement

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

4. Shareholders' Obligations: Core obligations of shareholders including voting requirements and confidentiality

5. Management and Control: Provisions regarding company management, board composition, and decision-making processes

6. Share Capital and Funding: Details about share structure, classes of shares, and future funding arrangements

7. Transfer of Shares: Rules and restrictions regarding the transfer of shares, including pre-emptive rights

8. Reserved Matters: Decisions requiring unanimous shareholder approval

9. Dividend Policy: Framework for determining and distributing dividends

10. Dispute Resolution: Procedures for resolving disputes between shareholders

11. Termination: Circumstances and procedures for terminating the agreement

12. General Provisions: Standard contractual provisions including notices, amendments, and governing law

Optional Sections

1. Tag-Along Rights: Optional section for when shareholders want the right to join in sale of shares by other shareholders

2. Drag-Along Rights: Optional section enabling majority shareholders to force minorities to join in sale of company

3. Non-Compete Provisions: Optional restrictions on shareholders competing with the company

4. Intellectual Property Rights: Optional section for companies with significant IP assets

5. Employee Share Schemes: Optional section for companies planning to implement employee share ownership

6. Dead-Lock Resolution: Optional detailed procedures for resolving decision-making deadlocks

7. Put and Call Options: Optional rights for shareholders to buy or sell shares at predetermined terms

Suggested Schedules

1. Share Capital Structure: Details of current shareholding and share classes

2. Reserved Matters List: Comprehensive list of decisions requiring unanimous approval

3. Deed of Adherence: Template for new shareholders to join the agreement

4. Company Information: Key company details including registration number, registered office

5. Board Procedures: Detailed procedures for board meetings and decision-making

6. Valuation Methodology: Agreed methods for valuing shares for transfers or exits

7. Business Plan: Initial business plan and procedure for updating it

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

Hospitality

Education

Media and Entertainment

Transportation and Logistics

Energy and Utilities

Relevant Teams

Legal

Corporate Secretarial

Executive Leadership

Board of Directors

Corporate Governance

Compliance

Finance

Investment

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Board Director

Chairman

Shareholder

Investment Manager

Corporate Governance Officer

Compliance Officer

Business Development Director

Chief Operating 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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