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A Stock Purchase Agreement spells out the terms and conditions when someone buys shares in a New Zealand company. It's the key legal document that protects both buyers and sellers by clearly stating the price per share, number of shares being sold, and when the sale will happen.

Under the Companies Act 1993, these agreements must include specific details about share transfer rights, warranties, and any conditions that need to be met before closing the deal. They're especially important for private companies and startups, where shareholders often need special provisions about voting rights, dividend payments, and future sale restrictions.

Use a Stock Purchase Agreement when buying or selling shares in a New Zealand company, especially for significant ownership changes or complex transactions. The agreement becomes essential when dealing with private companies, family businesses, or startup investments where standard market trading rules don't apply.

The agreement proves particularly valuable during company restructuring, succession planning, or when bringing in new investors. It helps prevent future disputes by documenting key terms like share valuation methods, payment schedules, and any special conditions required by the Companies Act 1993. Many businesses use it alongside shareholder agreements for comprehensive protection.

• Share Sale And Purchase Agreement: Standard format for straightforward share transfers, covering basic terms and payment details
• Shareholders Agreement And Share Purchase Agreement: Combined document that handles both share purchase and ongoing shareholder relationships
• Shares Agreement: Simplified version for small businesses and uncomplicated share transfers
• Restricted Share Purchase Agreement: Specialized version with transfer limitations, often used for employee share schemes or family businesses

• Company Directors: Authorize and sign the agreements on behalf of the company, ensuring compliance with the Companies Act 1993
• Shareholders: Both existing and incoming shareholders who are buying or selling shares in the company
• Corporate Lawyers: Draft and review agreements, ensuring legal compliance and protecting client interests
• Business Advisors: Guide clients through share valuation and transaction structure
• Company Secretaries: Maintain share registers and ensure proper documentation of transfers
• Investment Brokers: Facilitate share transactions and help structure deals between parties

• Company Details: Gather accurate company names, registration numbers, and registered office addresses for all parties
• Share Information: Document the exact number, class, and price of shares being transferred
• Shareholder Records: Collect current shareholding details and any existing agreements affecting the shares
• Payment Terms: Define payment structure, timing, and any special conditions
• Board Approvals: Confirm required board resolutions and shareholder consents are in place
• Due Diligence: Review company constitution and existing agreements for transfer restrictions
• Document Generation: Use our platform to create a legally compliant agreement tailored to NZ requirements

• Party Details: Full legal names, addresses, and company registration numbers of buyers and sellers
• Share Specifics: Precise description of shares, including class, quantity, and price per share
• Payment Terms: Clear payment structure, timing, and any conditions precedent
• Warranties: Standard seller warranties about share ownership and company status
• Transfer Process: Steps for completing the share transfer under Companies Act requirements
• Completion Details: Specific date and location for settlement
• Governing Law: Explicit statement of New Zealand jurisdiction
• Execution Block: Proper signature sections for all parties, including witness requirements

A Stock Purchase Agreement and an Asset Purchase Agreement serve different purposes in business transactions. While both involve buying parts of a business, they operate quite differently under New Zealand law.

• Transaction Focus: Stock Purchase Agreements transfer company ownership through shares, while Asset Purchase Agreements deal with specific business assets, equipment, or property
• Liability Transfer: Share purchases automatically include all company liabilities, whereas asset purchases let buyers choose specific assets and avoid certain liabilities
• Legal Process: Share transfers require Companies Office registration and shareholder approval, while asset sales often need individual asset documentation
• Tax Implications: Share sales typically have different GST and tax consequences compared to asset sales under NZ tax law
• Due Diligence: Share purchases require company-wide investigation, while asset purchases focus on specific item verification