The Deed of Assignment of Shares is a crucial legal instrument used in New Zealand corporate transactions to facilitate and document the transfer of share ownership. This document is typically required when a shareholder wishes to transfer their shares to another party, whether in the context of a sale, gift, or corporate restructuring. The deed must comply with New Zealand's Companies Act 1993 and other relevant legislation, ensuring that the transfer is legally valid and properly documented. It includes essential details such as the parties involved, the number and class of shares being transferred, the consideration paid, and various warranties and undertakings. The document is particularly important for maintaining accurate company records, satisfying regulatory requirements, and providing clear evidence of the transfer of ownership. The formal nature of a deed provides additional legal certainty compared to a simple contract, making it the preferred format for significant share transfers in New Zealand.
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1. Parties: Identifies and defines the Assignor (current shareholder), Assignee (new shareholder), and the Company whose shares are being transferred
2. Background: Recitals explaining the context of the share transfer, including the Assignor's ownership of shares and intention to transfer
3. Definitions and Interpretation: Defines key terms used in the deed and sets out rules for interpretation
4. Agreement to Assign: Core provision stating the agreement to transfer the shares from Assignor to Assignee
5. Consideration: States the amount or value being paid for the shares
6. Completion: Details of when and how the transfer will be completed, including delivery of share certificates and payment
7. Assignor's Warranties: Warranties given by the Assignor regarding ownership, right to transfer, and status of the shares
8. Further Assurance: Commitment to execute further documents and take additional steps if needed to perfect the transfer
9. Governing Law and Jurisdiction: Specifies New Zealand law as governing law and jurisdiction for disputes
10. Execution: Formal execution block meeting requirements for a deed under New Zealand law
1. Company Consent: Required if the company's constitution or shareholders' agreement requires company consent for share transfers
2. Board Approval: Include if board approval is required for the transfer under the company's constitution
3. Assignee's Warranties: Include if the Assignee needs to make specific representations, particularly in larger transactions
4. Tax Indemnity: Include if there are specific tax implications that need to be addressed between the parties
5. Confidentiality: Include if the parties wish to keep the terms of the transfer confidential
6. Power of Attorney: Include if one party needs to appoint another as attorney to complete any aspects of the transfer
7. Shareholder Rights: Include if there are specific rights attached to the shares that need to be addressed
1. Schedule 1: Details of Shares: Detailed description of the shares being transferred, including class, number, and distinctive numbers if any
2. Schedule 2: Share Certificate: Copy of the existing share certificate(s) being transferred
3. Schedule 3: Company Constitution Extract: Relevant extracts from the company constitution regarding share transfers, if applicable
4. Schedule 4: Board Resolution: Copy of board resolution approving the transfer, if required
5. Schedule 5: Transfer Form: Standard share transfer form required by the company
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