Company Operating Agreement Template for New Zealand

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Key Requirements PROMPT example:

Company Operating Agreement

"Need a Company Operating Agreement for my New Zealand tech startup with three co-founders, planning to raise Series A funding by March 2025, including provisions for employee share schemes and protection of intellectual property."

Document background
A Company Operating Agreement is a crucial document for businesses operating in New Zealand, providing the foundational framework for company governance and operations. This document is typically implemented either at company formation or when formalizing existing operational procedures, and is essential for companies with multiple shareholders or those planning for growth. The agreement must comply with New Zealand's Companies Act 1993 and related legislation, covering aspects such as shareholder rights, management structure, share transfers, and dispute resolution. It's particularly important for protecting minority shareholder interests, establishing clear decision-making processes, and ensuring smooth company operations. The document serves as a preventive measure against potential conflicts and provides clarity on how various business situations should be handled.
Suggested Sections

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

2. Background: Context of the agreement, including company formation details and purpose

3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement

4. Company Purpose and Business: Statement of company's business objectives and permitted activities

5. Share Capital and Shareholders: Details of share structure, classes, rights, and shareholder obligations

6. Issue and Transfer of Shares: Procedures for issuing new shares and restrictions on share transfers

7. Management and Decision Making: Governance structure, board composition, and decision-making processes

8. Meetings: Procedures for shareholder and director meetings, including voting rights

9. Financial Matters: Financial management, distributions, and dividend policies

10. Records and Reporting: Requirements for maintaining company records and financial reporting

11. Confidentiality: Protection of company and shareholder confidential information

12. Dispute Resolution: Procedures for resolving disputes between shareholders or with the company

13. Termination: Circumstances and procedures for terminating the agreement

14. General Provisions: Standard legal provisions including notices, amendments, and governing law

Optional Sections

1. Pre-emptive Rights: Detailed procedures for existing shareholders' rights to purchase shares before external sale - useful for closely held companies

2. Tag-Along and Drag-Along Rights: Rights for minority shareholders to join in sale (tag-along) or be forced to sell (drag-along) - important for companies planning future sale/exit

3. Intellectual Property: Provisions for IP ownership and protection - essential for technology or creative companies

4. Employee Share Schemes: Framework for employee share ownership - useful for companies planning to offer equity to employees

5. Related Party Transactions: Procedures for handling transactions with related parties - important for family businesses or closely held companies

6. International Operations: Provisions for overseas business activities - necessary for companies with international operations

7. Environmental and Social Responsibility: Commitments to environmental and social standards - relevant for companies with sustainability focus

Suggested Schedules

1. Schedule 1: Share Capital: Detailed breakdown of share capital, including share classes and rights

2. Schedule 2: Shareholders: List of shareholders and their respective shareholdings

3. Schedule 3: Reserved Matters: Decisions requiring special majority or unanimous approval

4. Schedule 4: Board Charter: Detailed procedures for board operations and decision-making

5. Schedule 5: Business Plan: Initial or current business plan

6. Schedule 6: Deed of Accession: Template for new shareholders joining the agreement

7. Schedule 7: Valuation Methodology: Agreed methods for valuing shares

8. Appendix A: Company Constitution: Copy of or reference to the company's constitution

9. Appendix B: Shareholders' Resolutions: Key shareholders' resolutions referenced in the agreement

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

Manufacturing

Professional Services

Retail

Healthcare

Construction

Financial Services

Agriculture

Education

Hospitality

Real Estate

Mining

Transport and Logistics

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Leadership

Company Secretariat

Compliance

Finance

Corporate Affairs

Risk Management

Administrative

Relevant Roles

Chief Executive Officer

Managing Director

Company Director

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Compliance Officer

Business Owner

Founder

Board Member

Corporate Governance Officer

General Counsel

Shareholder

Chief Operating Officer

Head of Legal

Business Development Manager

Corporate Secretary

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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