Shareholder Buy Sell Agreement Template for New Zealand

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Key Requirements PROMPT example:

Shareholder Buy Sell Agreement

"Need a Shareholder Buy Sell Agreement for our technology startup with 5 founders, incorporating insurance-funded purchase provisions and specific valuation methods for our intellectual property-heavy business, with completion targeted for March 2025."

Document background
The Shareholder Buy Sell Agreement is a crucial document for New Zealand companies with multiple shareholders, designed to protect both the company and individual shareholders' interests. It becomes particularly important when shareholders wish to establish clear protocols for ownership transitions and business succession planning. The agreement typically addresses various trigger events such as death, disability, retirement, or voluntary exit of shareholders, and provides detailed mechanisms for share valuation and transfer procedures. It operates within the framework of New Zealand's Companies Act 1993 and related legislation, ensuring compliance with local corporate law requirements while providing certainty and clarity for all stakeholders involved. This type of agreement is essential for maintaining company stability and preventing potential disputes during ownership transitions.
Suggested Sections

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

2. Background: Sets out the context of the agreement, current shareholding structure, and purpose of the buy-sell provisions

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

4. Transfer Restrictions: General restrictions on share transfers and requirements for compliance with this agreement

5. Trigger Events: Defines events that trigger the buy-sell provisions (death, disability, retirement, termination of employment, etc.)

6. Purchase Price and Valuation: Methodology for determining share value when trigger events occur

7. Purchase and Sale Procedures: Detailed procedures for implementing the buy-sell provisions, including notices, timelines, and closing requirements

8. Payment Terms: Terms for payment of purchase price, including installment provisions if applicable

9. Funding Obligations: Sources of funding for share purchases and parties' obligations to maintain funding

10. Default Provisions: Consequences and remedies for failure to comply with agreement obligations

11. General Provisions: Standard contractual provisions including amendments, notices, governing law, etc.

Optional Sections

1. Insurance Provisions: Detailed requirements for life/disability insurance policies when insurance funding is used for buy-sell obligations

2. Right of First Refusal: Procedures for offering shares to existing shareholders before external sales, if this additional restriction is desired

3. Tag-Along Rights: Provisions allowing minority shareholders to join in sales to third parties on same terms as majority shareholders

4. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in sales to third parties

5. Special Provisions for Family Members: Additional rules for transfers to family members or family trusts

6. Put and Call Options: Optional rights for shareholders to force purchases or sales in specific circumstances

7. Competition and Confidentiality: Restrictions on competing activities and protection of confidential information, if not covered in separate agreements

Suggested Schedules

1. Schedule 1: Current Shareholdings: Details of current shareholders and their shareholdings

2. Schedule 2: Valuation Methodology: Detailed methodology for calculating share value, including specific formulas or procedures

3. Schedule 3: Insurance Policies: Details of insurance policies held for funding buy-sell obligations

4. Schedule 4: Deed of Adherence: Form of deed for new shareholders to become bound by the agreement

5. Schedule 5: Notice Forms: Template forms for various notices required under the agreement

6. Schedule 6: Share Transfer Form: Standard form for documenting share transfers under 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
Relevant Industries

Professional Services

Manufacturing

Technology

Retail

Healthcare

Construction

Agriculture

Financial Services

Family Businesses

Start-ups

Small and Medium Enterprises

Professional Practices

Hospitality

Real Estate

Relevant Teams

Legal

Finance

Corporate Secretariat

Executive Leadership

Board of Directors

Risk Management

Compliance

Corporate Advisory

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Company Director

Chief Financial Officer

Company Secretary

Corporate Lawyer

General Counsel

Business Owner

Shareholder

Financial Controller

Corporate Advisory Manager

Business Development Manager

Partner (Professional Services)

Board Member

Trustee

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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