Shareholders' agreement

Professional investors
7 Reviews
Select support levelCompare
Recommended

Document overview

This shareholder agreement has been drawn to include the provisions that a large professional or institutional investor such as a business angel, venture capital or private equity investor would require to protect their investment. It also considers the provisions of minority shareholders, who by virtue of the circumstances are likely to be the founders and friends and family of the founders. Additional features to other Net Lawman shareholder agreements include: drag along and tag along rights, key man insurance, rights of preference, rights of first offer, and increased reporting requirements.
Compliant
Compliant with the latest law
Document propertied
Document properties
  • Length:26 pages (9200 words)
  • Available in:
    MsWordMicrosoft Word DOCXApple pagesApple PagesRTFRTF
watertight guarantee
Backed by our watertight guarantee

If the document isn’t right for your circumstances for any reason, just tell us and we’ll refund you in full immediately.

writing in plain english
Written in plain English

We avoid legal terminology unless necessary. Plain English makes our documents easy to understand, easy to edit and more likely to be accepted.

Notes
Guidance notes included

You don’t need legal knowledge to use our documents. We explain what to edit and how in the guidance notes included at the end of the document.

email
Support from our legal team

Email us with questions about editing your document. Use our Lawyer Assist service if you’d like our legal team to check your document will do as you intend.

Update
Up to date with the latest law

Our documents comply with the latest relevant law. Our lawyers regularly review how new law affects each document in our library.

About this document

This template is drawn specifically to cover the situation where an external investor introduces money. The transaction is likely to be a loan agreement, supported by a shareholding.

The smaller the proportion of shares, the more important this agreement becomes. It protects and empowers the investor in ways that are fair and that reflect the fact that he, she or it may not be involved in the day to day operation of the business. However, the option of board representation is provided.

This version is also suitable for a situation where the investor has a voting majority but prefers to stay away from day to day management. Other shareholders, who may include the company founders, are not prejudiced.

This agreement is:

suitable for private companies in any industry in New Zealand

with any number of shareholders

suitable for all stages of the business/investment lifecycle, whether the investor is providing seed capital, venture capital, expansion capital or a MBO

the company could be a start-up or established

The agreement is not affected by use of different classes of shares, the terms of any loan agreement, use of options, or other structure. Ideally, where a large investment is being made, this agreement would be drawn alongside the other legal documents, such as lending agreements that deal with the investment so that it is in place as soon as the transaction completes.

Note: It is important that the constitution of the company is in terms which permits and supports this agreement. 

Contents

There are specific provisions in this agreement that are not included in other Net Lawman shareholders’ agreements that a business angel or venture capitalist is likely to require. It considers minority shareholders such as company founders still working in the business

Examples are the inclusion of procedure to deal if deadlock occurs, increased reporting and information rights, drag along and tag along rights, and provisions to protect shareholders from dilution of their investment at subsequent financing rounds such as right of first offer.

Standard terms, such as those setting out responsibilities of the directors and the company to shareholders, are of course included.

In many areas, we give you complete alternative paragraphs and explain in the notes when each will be the most suitable for you.

The paragraphs in this document include:

  • Appointment of directors
  • Responsibility of directors
  • Proxy voting of shareholders at meetings
  • Company's obligations to the shareholders
  • Additional disclosure and access to information for the investor(s)
  • Assets introduced by shareholders
  • Intellectual property introduced by shareholders
  • Actions requiring shareholder consent
  • Deadlock
  • Transfers conditionally permitted
  • Assets and intellectual property introduced by the investor
  • Tag along right
  • Drag along right
  • Transfers on death or incapacity
  • Limitation of actions by former shareholder
  • Dividend policy and procedure
  • Continuing obligations of shareholders
  • Publicity
  • Conflict with the Constitution
  • Confidentiality
Sample shareholders' agreementFront cover

Recent reviews

Truly Valuable
15 October 2023
Initially I was not sure how relevant it would be to New Zealand Companies Act law, however its been spot on.
It is a very cost effective way to get a full comprehension of what is required and what to be careful of even if you don't use the document; the information and explanation is invaluable.
Explanation of what each section is for and how to use is good but could still be further improved.
The benefit personally and for the company has been great.
I highly recommend this to start-up companies and others.
My final recommendation to Netlawman is to create a pack of documents for various start-up companies to help navigate all the stuff needed.
Constitution
Shareholder Agreement
Registers
Directors Service agreement
etc
and bundle these into a pack....;)
Justin Post
Simple and effective
09 June 2020
Great easy to use document
John Voitin
Review of the Australian version
Easy To Understand
12 August 2019
The document has very clear wording, logical composition, is easy to navigate.
Valeriia Chupina
Review of the United Kingdom version
Read all 7 reviews

Choose the level of support you need

Document Only

Complete the document template yourself using our guidance notes
NZ$99.00
  • ok This document
  • okDetailed guidance notes explaining how to edit each paragraph
Most Popular

Lawyer Assist

Support from our legal team during and after editing
203 Reviews
NZ$748.00
  • ok This document
  • okDetailed guidance notes explaining how to edit each paragraph
  • okUnlimited email support - ask our legal team any question related to completing the document
  • ok
    Review of your edited document by our legal team including:
    • reporting on whether your changes comply with the law
    • answering your questions about how to word a new clause or achieve an outcome
    • checking that your use of defined terms is correct and consistent
    • correcting spelling mistakes
    • reformatting the document ready to sign
© 2000 - 2024 Net Lawman Limited.
All rights reserved