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A Share Purchase Agreement is a binding contract where one party sells their company shares to another. It's the key legal document used in New Zealand when buying or selling ownership stakes in businesses, laying out the exact terms of the share transfer including price, payment timing, and any special conditions.

The agreement protects both buyer and seller by clearly spelling out warranties, representations, and what happens if things go wrong. Under NZ's Companies Act 1993, it must include specific details about the shares being sold, and often covers important extras like confidentiality rules, non-compete clauses, and how to handle any disputes that might come up during or after the sale.

You need a Share Purchase Agreement when buying or selling shares in a New Zealand company, particularly for significant ownership transfers or complex deals. This includes business acquisitions, investment rounds, shareholder exits, and succession planning where ownership changes hands.

The agreement becomes essential before finalizing any share transfer, as it protects both parties by documenting crucial details like purchase price, payment terms, and any conditions that must be met. It's especially important when dealing with private companies, multiple shareholders, or transactions involving substantial value where clear documentation can prevent future disputes and ensure compliance with the Companies Act.

• Shareholder Sale Agreement: Used for straightforward transfers between existing shareholders, with simpler terms and fewer conditions
• Share Purchase Agreement Private Limited Company: Comprehensive version for private company transactions, including detailed warranties and protections
• Simple Stock Purchase Agreement Between Shareholders: Streamlined format for small-scale internal transfers, ideal for closely-held companies with existing relationships

• Buyers and Sellers: The main parties to the agreement, including individual shareholders, companies, or investment groups transferring ownership of shares
• Company Directors: Often involved in approving and executing the agreement, especially in private companies where board approval may be required
• Corporate Lawyers: Draft and review the agreement to ensure compliance with NZ law and protect their clients' interests
• Company Secretary: Handles documentation, updates the share register, and ensures proper filing with the Companies Office
• Financial Advisors: Help structure the deal, determine fair value, and advise on tax implications of the share transfer

• Company Details: Gather accurate company information, shareholder records, and share certificate numbers from the Companies Register
• Share Information: Document the exact number, class, and price of shares being transferred
• Party Details: Collect full legal names, addresses, and contact information for all buyers and sellers
• Special Conditions: List any specific requirements, warranties, or restrictions that need to be included
• Payment Terms: Specify the payment structure, timing, and any earn-out provisions
• Board Approval: Check if director consent or board resolution is needed under the company constitution

• Parties Section: Full legal names and addresses of all buyers, sellers, and the company involved
• Share Details: Precise description of shares being sold, including class, number, and price per share
• Payment Terms: Clear structure of payment, including timing, method, and any adjustments or earn-outs
• Warranties: Seller's guarantees about company status, share ownership, and financial position
• Completion Mechanics: Specific steps and timing for transferring shares and payment
• Governing Law: Explicit statement that New Zealand law applies to the agreement
• Execution Block: Proper signature sections for all parties, including witness requirements

A Share Purchase Agreement differs significantly from a Business Purchase Agreement in several key ways. While both involve transferring ownership, they serve distinct purposes and have different scopes under New Zealand law.

• Transaction Focus: Share Purchase Agreements deal exclusively with the transfer of company shares, while Business Purchase Agreements cover the sale of actual business assets, contracts, and operations
• Legal Entity Status: With share purchases, the company's legal entity remains unchanged - only ownership changes hands. Business purchases typically involve transferring specific assets to a new legal entity
• Liability Transfer: Share purchases include all company liabilities staying with the business, whereas business purchases can specifically exclude certain liabilities
• Due Diligence Scope: Share purchases require deeper investigation into company-wide matters, while business purchases focus on specific assets and operations being transferred