The Simple Shareholder Agreement is essential for any New Zealand company with multiple shareholders, whether it's a startup or an established business. This document becomes particularly important when transitioning from a single-shareholder to a multi-shareholder structure, or when establishing a new company with multiple investors. It addresses key aspects such as share transfers, voting rights, dividend policies, and management decisions, all while ensuring compliance with New Zealand corporate law, particularly the Companies Act 1993. The agreement helps prevent future disputes by clearly defining shareholders' rights and obligations, protecting both majority and minority interests, and establishing clear procedures for important company decisions. It's typically used alongside the company's constitution and can be customized to suit specific business needs while maintaining its fundamental purpose of governing shareholder relationships.
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1. Parties: Identifies all shareholders and the company entering into the agreement
2. Background: Sets out the context of the agreement and the company's current shareholding structure
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Share Ownership: Details current shareholding and share classes
5. Shareholders' Rights and Obligations: Core rights and duties of shareholders including voting rights and dividend entitlements
6. Transfer of Shares: Rules and procedures for transferring shares, including right of first refusal
7. Management and Decision Making: Procedures for shareholder meetings and voting requirements for key decisions
8. Confidentiality: Obligations regarding company and shareholder confidential information
9. Dispute Resolution: Process for resolving disagreements between shareholders
10. Term and Termination: Duration of the agreement and circumstances for termination
11. General Provisions: Standard legal clauses including notices, amendments, and governing law
1. Drag Along and Tag Along Rights: Include when shareholders want provisions for forced sale or right to join in sale of shares
2. Pre-emptive Rights: Include when shareholders want first right to purchase new shares issued by the company
3. Non-competition and Non-solicitation: Include when shareholders need to be restricted from competing or poaching employees
4. Dividend Policy: Include when specific dividend distribution rules need to be established
5. Share Valuation: Include when specific methods for valuing shares need to be agreed upon
6. Dead Lock Resolution: Include when equal shareholding exists and specific deadlock resolution procedures are needed
7. Director Appointment Rights: Include when shareholders want specific rights to appoint directors
1. Schedule 1: Share Capital Table: Detailed breakdown of shareholding structure including share classes and numbers
2. Schedule 2: Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval
3. Schedule 3: Share Transfer Notice: Template for notifying intent to transfer shares
4. Schedule 4: Deed of Adherence: Template for new shareholders to sign up to the agreement
5. Schedule 5: Company Information: Key company details including registration number, registered office, and directors
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