Short Form Stock Purchase Agreement Template for New Zealand

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Key Requirements PROMPT example:

Short Form Stock Purchase Agreement

"I need a Short Form Stock Purchase Agreement for selling 100% of my small tech company's shares to a local buyer, with completion scheduled for March 15, 2025, and payment to be made in two installments."

Document background
The Short Form Stock Purchase Agreement is designed for use in New Zealand when parties wish to execute a straightforward sale and purchase of company shares without the complexity of a full-scale share purchase agreement. This document is particularly suitable for transactions involving private companies, small to medium-sized enterprises, or situations where the parties have already conducted informal due diligence. It includes essential provisions required under New Zealand law while maintaining brevity and clarity. The agreement typically covers fundamental elements such as share details, purchase price, basic warranties, and completion mechanics, while complying with the Companies Act 1993 and other relevant New Zealand legislation. This format is most appropriate for transactions where the risks are well understood and where extensive warranties and indemnities are not required.
Suggested Sections

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

2. Background: Brief context of the transaction, including company details and reason for the share transfer

3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Completion Date', 'Purchase Price'

4. Sale and Purchase: Core agreement to sell and purchase the shares, stating number of shares and price

5. Purchase Price and Payment: Amount, currency, payment method, and timing of payment

6. Completion: Details of when and how the transfer will be completed, including delivery of share certificates

7. Seller's Warranties: Basic warranties about share ownership, authority to sell, and absence of encumbrances

8. Purchaser's Warranties: Basic warranties about authority to purchase and ability to pay

9. Confidentiality: Basic confidentiality obligations regarding the transaction

10. Governing Law: Specification that New Zealand law governs the agreement

11. Execution: Signature blocks for all parties

Optional Sections

1. Board and Shareholder Approvals: Required if company constitution or shareholders' agreement requires specific approvals

2. Conditions Precedent: Include if completion is subject to specific conditions like regulatory approvals

3. Security Interest Declaration: Include if shares are subject to any existing security interests

4. Tax Warranties: Additional section if specific tax implications need to be addressed

5. Non-Competition: Include if seller should be restricted from competing post-sale

6. Overseas Investment Office Approval: Required if purchaser is an overseas person under NZ law

7. Dividend Rights: Include if there are specific arrangements about pre-completion dividends

Suggested Schedules

1. Share Details: Schedule listing share certificate numbers, share classes, and current ownership details

2. Company Details: Key information about the company including registration number, registered office, directors

3. Warranties: Detailed warranties if more extensive than basic warranties in main agreement

4. Completion Requirements: Checklist of documents and actions required for completion

5. Existing Encumbrances: If applicable, details of any existing security interests or encumbrances

6. Board Resolution: Pro-forma board resolution approving the share transfer

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 Industries

Financial Services

Professional Services

Technology

Real Estate

Manufacturing

Retail

Agriculture

Healthcare

Education

Construction

Mining

Tourism

Transport and Logistics

Energy

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive

Investment

Commercial

Corporate Advisory

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Director

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Business Development Manager

Financial Controller

Mergers & Acquisitions Manager

Investment Banker

Managing Director

Commercial Manager

Business Owner

Finance Manager

Corporate Advisory Manager

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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