Membership Interest Purchase Agreement Template for New Zealand

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Key Requirements PROMPT example:

Membership Interest Purchase Agreement

"I need a Membership Interest Purchase Agreement for the complete acquisition of a New Zealand technology company, with closing scheduled for March 15, 2025, including standard representations and warranties and a post-closing adjustment mechanism based on working capital."

Document background

The Membership Interest Purchase Agreement (MIPA) is a crucial document used in New Zealand business transactions to facilitate the transfer of ownership interests in private companies and limited liability entities. This agreement is essential when selling or purchasing partial or complete ownership in a business entity, providing a detailed framework for the transaction while ensuring compliance with New Zealand's legal requirements, including the Companies Act 1993, Contract and Commercial Law Act 2017, and relevant tax legislation. The document typically includes comprehensive details about the purchase price, payment structure, representations and warranties, conditions for closing, and post-closing obligations. It's particularly important for private company transactions where shares or membership interests are not publicly traded, requiring careful attention to due diligence, disclosure requirements, and specific transfer restrictions.

Suggested Sections

1. Parties: Identifies and provides full legal details of all parties to the agreement

2. Background: Sets out the context of the transaction and brief description of the company whose interests are being transferred

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

4. Sale and Purchase of Membership Interest: Core transaction terms including the interests being sold and basic purchase commitment

5. Purchase Price and Payment: Specifies the purchase price, payment terms, and any adjustments

6. Closing: Details the closing process, including conditions precedent, timing, and deliverables

7. Seller's Representations and Warranties: Statements of fact and assurances from the seller about the business and membership interests

8. Buyer's Representations and Warranties: Statements of fact and assurances from the buyer, including ability to complete the purchase

9. Pre-Closing Covenants: Obligations of parties between signing and closing

10. Indemnification: Terms for compensating parties for breaches or specified losses

11. Confidentiality: Provisions protecting confidential information shared during the transaction

12. Announcements: Requirements for public announcements about the transaction

13. Notices: Process for formal communications between parties

14. General Provisions: Standard boilerplate clauses including governing law, assignment, and amendments

Optional Sections

1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

2. Seller Financing: Include when the seller is providing financing for the purchase

3. Employee Matters: Include when there are specific arrangements or requirements regarding employees

4. Intellectual Property: Include when IP assets are material to the transaction

5. Tax Matters: Include when specific tax allocations or indemnities are required

6. Competition Restraints: Include when non-compete or non-solicitation provisions are needed

7. Regulatory Compliance: Include when specific regulatory approvals are required

8. Third Party Consents: Include when material contracts require consent for the transfer

Suggested Schedules

1. Disclosure Schedule: Detailed disclosures and exceptions to representations and warranties

2. Company Information: Details of the company structure, subsidiaries, and material contracts

3. Financial Statements: Recent financial statements of the company

4. Material Contracts: List and copies of material contracts affecting the business

5. Real Property: Details of owned and leased real property

6. Intellectual Property: Schedule of IP assets and related agreements

7. Employee Information: List of employees, benefits, and employment agreements

8. Required Consents: List of required third-party and regulatory consents

9. Encumbrances: List of all encumbrances on the membership interests or company assets

10. Closing Deliverables: Detailed list of documents required at closing

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Professional Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Financial Services

Construction

Agriculture

Mining

Hospitality

Transportation

Energy

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Business Development

Compliance

Corporate Secretariat

Treasury

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Business Development Manager

Investment Manager

Managing Director

Company Secretary

Finance Director

Mergers & Acquisitions Director

Commercial Director

Legal Counsel

Transaction Advisory Manager

Corporate Development Manager

Business Owner

Partner

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