Shareholder Contract Template for New Zealand

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Key Requirements PROMPT example:

Shareholder Contract

"I need a Shareholder Contract for a New Zealand technology startup with three founding shareholders who will all be active in the business, including specific provisions for intellectual property protection and a vesting schedule for shares starting from March 2025."

Document background
A Shareholder Contract, also known as a Shareholders' Agreement, is a fundamental document for any New Zealand company with multiple shareholders. This document becomes essential when two or more parties hold shares in a company and need to formalize their rights, obligations, and relationships. It supplements the company's constitution and provides detailed mechanisms for company governance, share transfers, dispute resolution, and protection of both majority and minority interests. The agreement must comply with New Zealand's Companies Act 1993 and other relevant legislation, making it particularly important for private companies where shares are not publicly traded. The Shareholder Contract typically includes provisions for pre-emptive rights, decision-making processes, dividend policies, and mechanisms for resolving potential conflicts between shareholders.
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

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

4. Share Capital and Shareholdings: Details current shareholding structure and share classes

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

6. Management and Decision Making: Establishes governance structure and decision-making processes

7. Board of Directors: Details board composition, appointment process, and directors' duties

8. Share Transfers: Sets out rules and restrictions for transferring shares

9. Pre-emptive Rights: Establishes shareholders' rights of first refusal for share transfers

10. Dividend Policy: Outlines principles and procedures for dividend distributions

11. Confidentiality: Establishes obligations regarding company and shareholder confidential information

12. Dispute Resolution: Details procedures for resolving shareholder disputes

13. Term and Termination: Specifies agreement duration and termination circumstances

14. General Provisions: Includes standard boilerplate clauses such as notices, amendments, and governing law

Optional Sections

1. Tag-Along Rights: Gives minority shareholders the right to join in sale of shares by majority shareholders

2. Drag-Along Rights: Allows majority shareholders to force minorities to join in sale of company

3. Death/Incapacity Provisions: Procedures for handling shares upon death or incapacity of shareholders

4. Non-Competition and Non-Solicitation: Restrictions on shareholders competing with company or poaching employees

5. Intellectual Property Rights: Provisions regarding ownership and protection of company IP

6. Good/Bad Leaver Provisions: Different treatment of shares based on circumstances of shareholder departure

7. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances

8. Deadlock Resolution: Additional mechanisms for resolving serious management deadlocks

9. Financial Support Obligations: Requirements for shareholders to provide additional funding if needed

Suggested Schedules

1. Schedule 1: Company Details: Details of company registration, share capital, and current shareholdings

2. Schedule 2: Reserved Matters: List of decisions requiring special majority or unanimous approval

3. Schedule 3: Share Valuation Methodology: Agreed method for calculating share value for transfers

4. Schedule 4: Deed of Adherence: Template for new shareholders to join the agreement

5. Schedule 5: Business Plan: Initial or current business plan (if applicable)

6. Schedule 6: Share Transfer Notice: Template for notifying intent to transfer shares

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

8. Appendix B: Board Charter: Detailed governance procedures and board responsibilities

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

Real Estate

Agriculture

Financial Services

Construction

Education

Hospitality

Transportation

Media and Entertainment

Energy

Mining

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Finance

Compliance

Risk Management

Corporate Affairs

Investment Relations

Company Secretariat

Relevant Roles

Chief Executive Officer

Company Director

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Managing Director

Board Member

Compliance Officer

Investment Manager

Business Development Manager

Corporate Governance Officer

Shareholder Relations Manager

Risk Manager

General Counsel

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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