The Founder Stock Purchase Agreement is a crucial document used during company formation or early-stage operations in New Zealand, when founders are formally acquiring their equity stakes in the company. This agreement is essential for establishing clear ownership rights, preventing future disputes, and ensuring compliance with New Zealand corporate law. It typically includes detailed information about share class, quantity, purchase price, vesting schedules (if applicable), and transfer restrictions. The document must comply with New Zealand's Companies Act 1993 and related regulations, making it a fundamental component of the company's corporate governance framework. It serves as a key reference point for future corporate actions, investment rounds, and potential exits.
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1. Parties: Identifies the company, the founder(s) purchasing shares, and any other relevant parties to the agreement
2. Background: Describes the context of the agreement, including the company's formation and the founder's relationship to the company
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale: Details the specific shares being purchased, including class, number, and purchase price
5. Payment Terms: Specifies how and when payment for shares will be made
6. Closing and Delivery: Outlines the conditions and procedures for completing the share purchase
7. Representations and Warranties of the Company: Company's statements about its legal status, authority, and share validity
8. Representations and Warranties of the Founder: Founder's statements about their capacity to enter the agreement and compliance with laws
9. Share Restrictions: Details any restrictions on transfer, sale, or encumbrance of the shares
10. Founder Obligations: Specifies any ongoing commitments or obligations of the founder
11. Termination: Circumstances under which the agreement can be terminated
12. General Provisions: Standard legal provisions including notices, amendments, governing law, and dispute resolution
1. Vesting Provisions: Include when shares are subject to vesting over time or based on milestones
2. Right of First Refusal: Include when the company or other shareholders should have first right to purchase shares if the founder wishes to sell
3. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join in the sale of the company
4. Tag-Along Rights: Include when minority shareholders should have the right to join in a sale by majority shareholders
5. Intellectual Property Assignment: Include when the founder needs to assign any relevant IP rights to the company
6. Non-Competition and Non-Solicitation: Include when founders should be restricted from competing or soliciting employees/customers
7. Board Participation Rights: Include when the agreement includes rights related to board membership or observation
8. Information Rights: Include when specifying founder's rights to company information and financial reports
1. Schedule 1: Share Details: Detailed description of shares including class, rights, and restrictions
2. Schedule 2: Subscription Price Calculation: Breakdown of how the share purchase price was calculated
3. Schedule 3: Deed of Adherence: Form of deed to be signed by transferees of shares
4. Schedule 4: Vesting Schedule: If applicable, detailed timeline and conditions for share vesting
5. Schedule 5: Shareholders' Agreement: Key terms from or reference to the company's shareholders' agreement
6. Appendix A: Share Certificate: Form of share certificate to be issued
7. Appendix B: Board Resolutions: Copies of relevant board resolutions approving the share issuance
8. Appendix C: Company Constitution Excerpts: Relevant sections of the company constitution regarding share issuance and transfer
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