The Share Cancellation Agreement is a crucial document used in New Zealand corporate transactions when a company needs to reduce its share capital or facilitate a shareholder's exit. It is commonly used in situations such as share buy-backs, capital restructuring, or implementing employee share scheme arrangements. The agreement must comply with the New Zealand Companies Act 1993 and typically includes details of the shares being cancelled, consideration (if any), necessary corporate approvals, and mechanisms for executing the cancellation. This document is essential for maintaining proper corporate governance and ensuring compliance with regulatory requirements, particularly regarding capital maintenance rules and shareholder rights. The agreement should be carefully drafted to address tax implications and any specific requirements of the company's constitution or shareholders' agreement.
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1. Parties: Identifies the company and the shareholder(s) whose shares are being cancelled
2. Background: Sets out the context of the share cancellation, including details of the existing shareholding and reason for cancellation
3. Definitions: Defines key terms used throughout the agreement
4. Agreement to Cancel: Core provision setting out the agreement to cancel the specified shares
5. Cancellation Details: Specifies the number and class of shares being cancelled and any consideration
6. Conditions Precedent: Lists any conditions that must be met before the cancellation takes effect
7. Completion: Details the timing and mechanics of the cancellation process
8. Company Obligations: Sets out the company's obligations including updating the share register and filing necessary documents
9. Shareholder Warranties: Warranties from the shareholder regarding ownership and authority to cancel shares
10. Company Warranties: Warranties from the company regarding corporate authority and compliance
11. General Provisions: Standard contract clauses including governing law, notices, and execution requirements
1. Consideration: Required if the cancellation is not gratuitous, detailing payment or other consideration for the cancelled shares
2. Tax Provisions: Include when the cancellation has specific tax implications that need to be addressed
3. Confidentiality: Include for private companies or when confidentiality is particularly important
4. Non-Competition/Restraint: Include when the shareholder is exiting the business completely
5. Director Resignation: Include if the shareholder is also a director who will be resigning
6. Mutual Release: Include when parties wish to release each other from future claims
7. Shareholder Approval: Include specific provisions when other shareholders' approval is required
1. Share Details: Schedule detailing the specific shares being cancelled, including share certificate numbers and class rights
2. Board Resolution: Copy of board resolution approving the share cancellation
3. Shareholder Resolution: Copy of shareholder resolution (if required) approving the cancellation
4. Payment Details: Schedule specifying consideration and payment terms (if applicable)
5. Share Certificates: Copies of relevant share certificates to be cancelled
6. Companies Office Forms: Required forms for filing with the New Zealand Companies Office
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