The Private Stock Sale Agreement is essential for documenting the transfer of shares in private New Zealand companies. It is used when a shareholder wishes to sell their shares to another party, whether an existing shareholder or a new investor. The agreement must comply with New Zealand legislation, including the Companies Act 1993, Financial Markets Conduct Act 2013, and relevant tax laws. It typically includes detailed provisions about the shares being sold, purchase price, warranties, and completion mechanics. This document is crucial for ensuring a clear and legally compliant transfer of ownership while protecting both parties' interests and maintaining proper corporate records as required by New Zealand law.
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1. Parties: Identifies the seller and purchaser with their full legal names and addresses
2. Background: Sets out the context of the transaction, including company details and the seller's ownership of shares
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Details the agreement to sell and purchase the shares
5. Purchase Price: Specifies the price and payment terms for the shares
6. Conditions Precedent: Lists any conditions that must be met before the sale becomes binding
7. Completion: Details the completion process, timing, and obligations of each party
8. Seller's Warranties: Warranties given by the seller regarding ownership, authority to sell, and share status
9. Purchaser's Warranties: Warranties given by the purchaser regarding authority to purchase and financial capacity
10. Confidentiality: Obligations to keep the transaction and related information confidential
11. Notices: Specifies how formal notices under the agreement must be given
12. General Provisions: Standard legal provisions including governing law, entire agreement, and amendments
1. Tag-Along Rights: Used when other shareholders should have the right to join the sale on similar terms
2. Drag-Along Rights: Used when majority shareholders should have the right to force minority shareholders to join the sale
3. Security Interest: Required if the purchase price is paid in installments and security is needed
4. Board Approval: Needed if the company's constitution requires board approval for share transfers
5. Pre-emptive Rights Waiver: Required if other shareholders have pre-emptive rights that need to be waived
6. Tax Indemnity: Used when specific tax implications need to be addressed
7. Non-Competition: Included when the seller should be restricted from competing post-sale
8. Interim Period Obligations: Required for delayed completions to govern conduct between signing and completion
1. Share Details: Details of the shares being sold including class, number, and percentage of total issued shares
2. Company Information: Key information about the company including incorporation details and share capital structure
3. Warranties: Detailed warranties beyond those in the main agreement
4. Completion Requirements: Checklist of documents and actions required for completion
5. Encumbrances: List of any existing encumbrances on the shares
6. Board Resolution: Copy of board resolution approving the transfer (if required)
7. Shareholder Resolutions: Copies of any required shareholder resolutions or waivers
8. Share Certificate: Copy of existing share certificate(s) to be transferred
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