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Sale Of Shares Form

Sale Of Shares Form Template for New Zealand

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Key Requirements PROMPT example:

Sale Of Shares Form

"I need a Sale Of Shares Form for the transfer of 40% shareholding in a tech startup to a venture capital firm, with specific provisions for board representation and staged payment structure to be completed by March 2025."

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Document background
The Sale Of Shares Form is a crucial legal document used in New Zealand business transactions when transferring ownership of company shares from one party to another. This document is essential for both private and public company share transfers, though its specific requirements may vary depending on the company's size and structure. The agreement must comply with New Zealand's Companies Act 1993, Financial Markets Conduct Act 2013, and other relevant legislation. It typically includes comprehensive details about the transaction, including share valuation, payment terms, warranties, and various conditions that must be met before the transfer can be completed. The document is particularly important for maintaining clear records of ownership changes and ensuring all regulatory requirements are met in the New Zealand business environment.
Suggested Sections

1. Parties: Identifies and defines the Seller(s) and Purchaser(s) with full legal names and addresses

2. Background: Sets out the context of the transaction, including company details and the seller's ownership of shares

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

4. Sale and Purchase: Core provision detailing the agreement to sell and purchase the shares

5. Purchase Price: Specifies the consideration and payment terms for the shares

6. Conditions Precedent: Lists any conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Details the parties' obligations between signing and completion

8. Completion: Specifies the completion date, location, and mechanics of the share transfer

9. Seller's Warranties: Warranties regarding the shares, company, and seller's capacity to sell

10. Purchaser's Warranties: Warranties regarding the purchaser's capacity and authority to purchase

11. Limitations on Claims: Sets out limitations on warranty claims and time periods for bringing claims

12. Confidentiality: Obligations regarding confidential information and announcements

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

Optional Sections

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

2. Security Arrangements: Required when there is deferred payment or seller financing

3. Non-Competition and Non-Solicitation: Include when restricting seller's future business activities

4. Employee Matters: Include when there are specific arrangements regarding key employees

5. Tax Indemnities: Include when specific tax risks need to be allocated

6. Intellectual Property Rights: Include when IP is a significant company asset

7. Related Party Contracts: Include when dealing with ongoing related party arrangements

8. Break Fee: Include when there's agreement on compensation for failed completion

Suggested Schedules

1. Share Details: Details of the shares being sold including class, number, and percentage of total issued shares

2. Company Details: Key information about the company including corporate structure and subsidiaries

3. Warranties: Detailed warranties about the company, business, and shares

4. Disclosed Information: List of documents and information disclosed against the warranties

5. Company Assets: Schedule of material assets owned by the company

6. Material Contracts: List of important contracts to which the company is party

7. Employee Information: Details of key employees and their terms of employment

8. Completion Requirements: Detailed list of documents and actions required at completion

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed Information
Disclosure Letter
Encumbrance
Financial Statements
Group
GST
Intellectual Property Rights
Loss
Material Adverse Change
Material Contracts
Ordinary Course of Business
Parties
Purchase Price
Purchaser
Related Company
Sale Shares
Seller
Seller's Warranties
Shareholders' Agreement
Signing Date
Subsidiary
Tax
Tax Authority
Transaction Documents
Warranties
Working Capital
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion Requirements
Post-completion Obligations
Warranties
Representations
Indemnities
Limitations of Liability
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Tax Covenants
Further Assurance
Assignment
Notices
Force Majeure
Governing Law
Dispute Resolution
Entire Agreement
Severability
Costs
Amendments
Waiver
Third Party Rights
Counterparts
Power of Attorney
GST
Announcements
Survival of Obligations
Break Fee
Time of Essence
Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Energy

Mining

Agriculture

Transportation

Construction

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretarial

Investment

Business Development

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Business Development Manager

Investment Manager

Mergers & Acquisitions Director

Corporate Finance Manager

Risk Manager

Compliance Officer

Board Director

Company Director

Financial Controller

Investment Banker

Private Equity Manager

Transaction Advisory Manager

Industries
Companies Act 1993: Primary legislation governing company operations in New Zealand, including share transfers, shareholder rights, and company constitution requirements
Contract and Commercial Law Act 2017: Provides the legal framework for contract formation, enforcement, and remedies in New Zealand
Financial Markets Conduct Act 2013: Regulates financial markets and governs the offering and trading of financial products, including shares
Income Tax Act 2007: Covers tax implications of share transfers, including potential capital gains and stamp duty considerations
Takeovers Act 1993: Relevant if the share sale involves a significant portion of a company's shares or could trigger takeover provisions
Fair Trading Act 1986: Ensures fair trading practices and prevents misleading or deceptive conduct in business transactions
Anti-Money Laundering and Countering Financing of Terrorism Act 2009: Requires due diligence and verification of parties involved in significant financial transactions
Overseas Investment Act 2005: Applicable if the share sale involves overseas investors acquiring significant business assets
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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