A Simple Share Purchase Agreement is the primary document used to execute and record the transfer of shares between parties in New Zealand. This document is particularly suitable for straightforward share transfers where complex warranties or conditions are not required. It ensures compliance with the New Zealand Companies Act 1993 and other relevant legislation while documenting the essential elements of the transaction. The agreement is commonly used for small to medium-sized private company transactions, internal restructuring, or employee share schemes. It includes fundamental provisions covering the sale terms, basic warranties, completion mechanics, and necessary corporate approvals. While simpler than its more complex counterparts, this agreement still provides adequate protection for both parties and maintains proper documentation for corporate and regulatory purposes.
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1. Parties: Identifies and provides full legal details of the seller(s) and purchaser(s)
2. Background: Sets out the context of the transaction, including brief description of the company and the parties' intention to sell/purchase shares
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Core transaction terms including number of shares, price, and basic mechanics of the transfer
5. Purchase Price and Payment: Details of the purchase price, payment method, and timing
6. Completion: Specifies the completion date and what will happen at completion
7. Seller's Warranties: Basic warranties about share ownership, authority to sell, and absence of encumbrances
8. Purchaser's Warranties: Basic warranties about authority to purchase and ability to pay
9. Confidentiality: Obligations to keep the transaction and its terms confidential
10. Notices: How formal notices under the agreement must be given
11. General: Standard boilerplate provisions including governing law, entire agreement, and amendments
1. Conditions Precedent: Used when completion is subject to certain conditions being met, such as regulatory approvals or third-party consents
2. Pre-Completion Obligations: Include when there will be a gap between signing and completion, to govern conduct during this period
3. Company Warranties: Extended warranties about the company's business, needed for significant or complex transactions
4. Tax Warranties and Indemnities: Detailed tax provisions, important for larger transactions or where tax risks are identified
5. Non-Competition: Restrictions on seller's future competing activities, relevant when seller has significant knowledge or market presence
6. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
7. Board Changes: Required when the transaction involves changes to company governance
8. Regulatory Compliance: Additional provisions for transactions requiring specific regulatory compliance
1. Share Details: Details of the shares being sold including class, numbers, and any special rights
2. Company Information: Key details about the company including registration number, registered office, and shareholding structure
3. Warranties: Detailed warranties if too extensive to include in main agreement
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Form of Share Transfer: Template share transfer form complying with Companies Act requirements
6. Disclosed Matters: List of matters disclosed against the warranties
7. Board Resolution: Pro forma board resolution approving the share transfer
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