Basic Shareholder Agreement Template for New Zealand

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Key Requirements PROMPT example:

Basic Shareholder Agreement

"I need a Basic Shareholder Agreement for my new tech startup launching in March 2025, with three founding shareholders having equal ownership, including provisions for future investment rounds and protection of intellectual property."

Document background
The Basic Shareholder Agreement serves as a foundational document for companies operating under New Zealand law, establishing the framework for shareholder relationships and corporate governance. This agreement is essential when a company has multiple shareholders and needs to clearly define their rights, responsibilities, and relationships. It incorporates requirements from the New Zealand Companies Act 1993 and other relevant legislation, providing mechanisms for share transfers, voting procedures, and dispute resolution. The document is particularly crucial for private companies where shares are not publicly traded and shareholders need clear guidelines for their interactions. A Basic Shareholder Agreement helps prevent future conflicts by establishing clear procedures for important decisions and protecting both majority and minority shareholder interests.
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 used throughout the agreement and interpretation rules

4. Share Ownership and Capital Structure: Details current shareholding structure and classes of shares

5. Shareholders' Rights and Obligations: Outlines basic rights and responsibilities of shareholders

6. Transfer of Shares: Establishes general rules and restrictions for transferring shares

7. Pre-emptive Rights: Process for existing shareholders to have first right to purchase shares being sold

8. Management and Decision Making: Covers voting rights and decision-making processes for key company matters

9. Meetings and Resolutions: Procedures for shareholder meetings and passing resolutions

10. Confidentiality: Obligations regarding confidential information

11. Dispute Resolution: Process for resolving disagreements between shareholders

12. Term and Termination: Duration of agreement and circumstances for termination

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

Optional Sections

1. Tag-Along Rights: Used when minority shareholders should have the right to join in sales by majority shareholders

2. Drag-Along Rights: Include when majority shareholders should be able to force minorities to join in a sale

3. Share Valuation: Include detailed valuation mechanisms for private companies

4. Dividend Policy: Include if specific dividend distribution rules are needed

5. Non-Compete and Non-Solicitation: Add for shareholders who are also involved in business operations

6. Board Representation: Include if certain shareholders should have board appointment rights

7. Dead Lock Resolution: Important for 50/50 ownership structures

8. Put and Call Options: Include if shareholders want specific share purchase rights in certain circumstances

Suggested Schedules

1. Schedule 1: Company Details: Details of the company including registration number, registered office, and current directors

2. Schedule 2: Current Shareholding: List of all shareholders and their current shareholdings

3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous approval

4. Schedule 4: Share Valuation Methodology: Detailed process for valuing shares for transfers or exits

5. Schedule 5: Deed of Adherence: Template for new shareholders to sign up to the agreement

6. Appendix A: Company Constitution: Copy of or reference to the current company constitution

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

Technology

Retail

Manufacturing

Professional Services

Healthcare

Real Estate

Financial Services

Agriculture

Construction

Hospitality

Education

Media and Entertainment

Transport and Logistics

Energy

Mining

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Company Secretariat

Board of Directors

Shareholder Relations

Investment Relations

Relevant Roles

Chief Executive Officer

Managing Director

Company Director

Corporate Lawyer

Legal Counsel

Company Secretary

Chief Financial Officer

Business Owner

Entrepreneur

Investment Manager

Corporate Governance Officer

Compliance Manager

Board Member

Shareholder Relations Manager

Business Development 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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