Startup Shareholder Agreement Template for New Zealand

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Key Requirements PROMPT example:

Startup Shareholder Agreement

"I need a Startup Shareholder Agreement for my New Zealand-based fintech company that's planning to raise Series A funding in March 2025, with specific provisions for employee share schemes and protection of our proprietary trading algorithms."

Document background
The Startup Shareholder Agreement is a fundamental document for New Zealand startup companies, typically implemented during company formation or early investment rounds. It serves as the cornerstone agreement between shareholders, establishing their rights, responsibilities, and relationships while ensuring compliance with New Zealand corporate law, particularly the Companies Act 1993. This agreement is essential when multiple founders are involved, when bringing in new investors, or when establishing employee share schemes. The document typically addresses key issues such as share transfer restrictions, decision-making processes, protection of minority interests, and exit mechanisms. It's particularly crucial for startups planning future investment rounds or potential exits, as it provides clarity and certainty for all stakeholders while maintaining flexibility for company growth.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement, company formation, and initial shareholding structure

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Share Capital and Shareholders: Details of share classes, rights, and shareholding percentages

5. Issue and Transfer of Shares: Rules governing new share issues and share transfer processes

6. Pre-emptive Rights: Existing shareholders' rights to purchase shares before external sales

7. Directors and Management: Board composition, appointment rights, and management structure

8. Shareholders' Meetings: Procedures for meetings, voting rights, and resolutions

9. Company Finance: Capital contributions, funding requirements, and dividend policy

10. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

11. Confidentiality: Protection of company and shareholder confidential information

12. Dispute Resolution: Procedures for resolving shareholder disputes

13. Exit Provisions: Procedures for company sale, IPO, or other exit events

14. General Provisions: Standard legal clauses including notices, amendments, and governing law

Optional Sections

1. Drag and Tag Along Rights: Rights forcing minority shareholders to join in a sale (drag) or allowing them to join (tag) - used when future sale is likely

2. Intellectual Property: Special provisions for IP ownership and protection - important for tech startups

3. Employee Shareholders: Special provisions for shareholders who are also employees - used when founders or key employees hold shares

4. Vesting Provisions: Schedule for earning shares over time - used for founder or employee shareholders

5. Anti-dilution Protection: Protection against share value dilution - important for investors

6. Bad Leaver Provisions: Consequences for shareholders who leave the company under negative circumstances

7. Right of First Refusal: Detailed process for existing shareholders to purchase shares before external sale - used in closely held companies

8. Non-compete and Non-solicitation: Restrictions on competitive activities - important for protecting company interests

Suggested Schedules

1. Schedule 1: Share Capital Table: Detailed breakdown of shareholding structure and share classes

2. Schedule 2: Deed of Adherence: Template for new shareholders to sign up to the agreement

3. Schedule 3: Reserved Matters List: Comprehensive list of decisions requiring special approval

4. Schedule 4: Company Business Plan: Initial business plan and key milestones

5. Schedule 5: Valuation Methodology: Agreed method for valuing shares for transfers or exits

6. Schedule 6: Key Terms of Employment: Summary of key employment terms for shareholder-employees

7. Appendix A: Share Transfer Notice: Template for notifying intent to transfer shares

8. Appendix B: Tag Along Notice: Template for exercising tag along rights

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

Software Development

Biotechnology

Fintech

E-commerce

Digital Media

Clean Technology

Healthcare Technology

Agricultural Technology

Educational Technology

Manufacturing

Professional Services

Consumer Products

Social Enterprise

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Corporate Development

Administration

Board of Directors

Investment

Company Secretariat

Relevant Roles

Chief Executive Officer

Company Director

Founder

Co-founder

Chief Financial Officer

Company Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Investment Manager

Venture Capital Partner

Angel Investor

Board Member

Chief Operating Officer

Head of Corporate Development

Startup Advisor

Chief Technology Officer

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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