The Shares Agreement serves as a crucial legal instrument in New Zealand corporate transactions, facilitating the transfer of company ownership through share sales or purchases. This document is essential when executing share transfers between parties, whether in the context of investment rounds, company restructuring, employee share schemes, or exit arrangements. The agreement ensures compliance with New Zealand's Companies Act 1993 and Financial Markets Conduct Act 2013, while providing comprehensive coverage of transfer terms, shareholder rights, warranties, and governance arrangements. A well-structured Shares Agreement helps prevent future disputes by clearly documenting the parties' intentions, share valuation, payment terms, and any restrictions on future transfers. It's particularly important in private companies where shares are not publicly traded and transfer restrictions may apply.
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1. Parties: Identification of all parties to the agreement including company, existing shareholders, and new shareholders
2. Background: Context of the transaction, company information, and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms
5. Completion: Details of when and how the transfer will be completed, including conditions precedent
6. Warranties and Representations: Statements of fact about the shares, company, and parties' capacity to enter the agreement
7. Share Rights and Restrictions: Details of the rights attached to the shares and any restrictions on transfer
8. Confidentiality: Obligations regarding confidential information
9. Shareholders' Obligations: Ongoing obligations of shareholders post-completion
10. Default and Remedies: Consequences of breach and available remedies
11. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Tag-Along Rights: Include when minority shareholders need protection to sell alongside majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minorities to join in a sale
3. Pre-emptive Rights: Include when existing shareholders should have first right to purchase shares being sold
4. Board Appointment Rights: Include when certain shareholders are to have rights to appoint directors
5. Dividend Policy: Include when specific dividend arrangements need to be documented
6. Non-Competition: Include when selling shareholders need to be restricted from competing
7. Management Provisions: Include for agreements involving management shareholders
8. Share Vesting Provisions: Include for agreements involving employee shareholders or earn-out arrangements
9. Put and Call Options: Include when parties want rights to force purchase/sale in specific circumstances
1. Share Capital Table: Details of current shareholding and post-completion shareholding structure
2. Company Information: Key details about the company including registration number, registered office, directors
3. Share Certificate(s): Copies of relevant share certificates
4. Warranties: Detailed warranties given by sellers and/or company
5. Board Resolutions: Copy of board resolutions approving the share transfer
6. Deed of Adherence: Form of deed for new shareholders to adhere to existing shareholders' agreement if applicable
7. Transfer Forms: Share transfer forms required by Companies Act 1993
8. Payment Details: Bank account and payment mechanism details
9. Required Consents: Copies of third-party consents required for the transfer
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