Asset For Share Agreement Template for New Zealand

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Key Requirements PROMPT example:

Asset For Share Agreement

"I need an Asset for Share Agreement to transfer my manufacturing equipment and associated IP rights to a New Zealand tech company in exchange for 25% shareholding, with completion scheduled for March 2025 and including specific warranties about the equipment's operational condition."

Document background
The Asset For Share Agreement is a crucial document used in New Zealand business transactions where assets are exchanged for company shares instead of cash consideration. This type of agreement is commonly used in business restructuring, company formations, and acquisition scenarios where parties prefer share-based transactions. The document must comply with New Zealand's legislative framework, particularly the Companies Act 1993, Income Tax Act 2007, and Financial Markets Conduct Act 2013. It includes detailed provisions covering asset description, share specifications, warranties, tax implications, and completion mechanics. This agreement is particularly valuable when businesses want to preserve cash while acquiring valuable assets, or when asset owners wish to gain an equity stake in the acquiring company.
Suggested Sections

1. Parties: Identification of the asset owner/transferor and the company issuing shares

2. Background: Context of the transaction, including brief description of the assets and reason for the transfer

3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement

4. Agreement to Transfer: Core agreement to transfer assets in exchange for shares

5. Assets: Description and identification of assets being transferred

6. Consideration: Details of shares being issued, including number, class, and rights

7. Conditions Precedent: Conditions that must be satisfied before completion

8. Completion: Mechanics and timing of the transfer and share issuance

9. Asset Owner Warranties: Warranties regarding ownership, condition, and status of assets

10. Company Warranties: Warranties regarding the company's status and share issuance

11. Tax Provisions: Handling of tax matters related to the transfer

12. Confidentiality: Obligations regarding confidential information

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

14. General Provisions: Standard boilerplate provisions including governing law, disputes, etc

Optional Sections

1. Third Party Consents: Required when assets being transferred need third party approval for transfer

2. Intellectual Property: Specific provisions for IP assets if included in transfer

3. Employee Matters: Required when transfer includes employment relationships or contracts

4. Environmental Matters: Needed when assets include land or operations with environmental implications

5. Regulatory Compliance: Specific provisions when assets require regulatory approvals

6. Security Interests: Required when assets are subject to existing security interests

7. Post-Completion Covenants: Specific obligations after completion, such as non-compete provisions

8. Earn-out Provisions: When part of consideration is contingent on future performance

Suggested Schedules

1. Schedule 1 - Asset Description: Detailed description and inventory of all assets being transferred

2. Schedule 2 - Share Details: Detailed information about shares being issued including rights and restrictions

3. Schedule 3 - Completion Requirements: Detailed list of actions and documents required at completion

4. Schedule 4 - Asset Owner Warranties: Full list of warranties given by asset owner

5. Schedule 5 - Company Warranties: Full list of warranties given by the company

6. Schedule 6 - Encumbrances: List of any existing encumbrances on the assets

7. Schedule 7 - Contracts: List of contracts included in the transfer

8. Appendix A - Form of Transfer Documents: Templates of documents required for asset transfer

9. Appendix B - Board Resolutions: Pro forma board resolutions for share issuance

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Real Estate

Professional Services

Retail

Agriculture

Mining and Resources

Healthcare

Education

Construction

Transport and Logistics

Financial Services

Relevant Teams

Legal

Finance

Corporate Development

Tax

Compliance

Risk Management

Asset Management

Investment

Corporate Finance

Board of Directors

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Lawyer

Commercial Director

Business Development Manager

Company Secretary

Financial Controller

Tax Manager

Compliance Officer

Risk Manager

Asset Manager

Investment Director

Corporate Finance Manager

Managing Director

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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