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Capital Raising Agreement

Capital Raising Agreement Template for New Zealand

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Key Requirements PROMPT example:

Capital Raising Agreement

"I need a Capital Raising Agreement for my New Zealand technology startup to secure Series A funding of NZD 5 million from a US-based venture capital firm, with provisions for board representation and anti-dilution protection."

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Document background
The Capital Raising Agreement is a crucial document used when companies seek to obtain funding through equity or convertible security issuance in New Zealand. It serves as the primary legal instrument documenting the investment terms, rights, and obligations between the company and its investors. The agreement must comply with New Zealand's regulatory requirements, particularly the Financial Markets Conduct Act 2013, Companies Act 1993, and relevant securities legislation. This document is typically used for Series A or later funding rounds, strategic investments, or significant capital injections, and includes detailed provisions on valuation, share rights, governance, warranties, and investor protections. The agreement's structure reflects New Zealand market practice while accommodating international investment standards where appropriate.
Suggested Sections

1. Parties: Identifies and defines the Company raising capital and the Investor(s) providing funding

2. Background: Sets out the context of the capital raising, including the Company's intention to raise funds and the Investor's intention to invest

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Investment Terms: Details the amount of investment, share price/valuation, and form of investment (e.g., ordinary shares, preference shares, convertible notes)

5. Conditions Precedent: Specifies conditions that must be met before the investment becomes binding

6. Completion: Details the completion process, timing, and requirements for the investment transaction

7. Company Warranties: Company's representations and warranties about its business, financial position, and legal status

8. Investor Warranties: Investor's representations and warranties, including their capacity to invest and compliance with relevant laws

9. Share Rights and Restrictions: Specifies the rights attached to the shares being issued and any restrictions on transfer

10. Governance Rights: Details any board representation or observer rights granted to investors

11. Confidentiality: Obligations regarding confidential information shared during and after the investment process

12. General Provisions: Standard legal provisions including notices, amendments, governing law, and dispute resolution

Optional Sections

1. Pre-emptive Rights: Used when existing shareholders are granted rights to participate in future capital raisings

2. Tag-Along and Drag-Along Rights: Included when co-sale rights are granted to minority shareholders or when majority shareholders need the ability to force a sale

3. Anti-dilution Protection: Added when investors are protected against future down-rounds

4. Liquidation Preference: Used for preference shares to specify priority in returns of capital

5. Conversion Rights: Required for convertible instruments or preference shares with conversion rights

6. Information Rights: Details specific reporting requirements beyond statutory obligations

7. Employee Share Scheme Provisions: Included when the capital raising involves or affects an employee share scheme

8. Strategic Investment Rights: Used when the investor is granted additional rights related to strategic involvement in the business

Suggested Schedules

1. Capital Structure: Details of the company's share capital structure pre and post-investment

2. Shareholders Agreement: Key terms of the existing or new shareholders agreement affecting the investment

3. Disclosure Schedule: Company's disclosures against the warranties

4. Investment Terms Sheet: Summary of key commercial terms agreed between the parties

5. Form of Share Certificate: Template for share certificates to be issued

6. Board Resolutions: Pro-forma board resolutions required for completion

7. Subscription Notice: Form of notice for completing the share subscription

8. Company Constitution: Current or amended constitution reflecting the new investment terms

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Technology and Software

Biotechnology

Clean Energy and Sustainability

Financial Services

Healthcare

Manufacturing

Real Estate and Property Development

E-commerce

Agricultural Technology

Infrastructure

Media and Entertainment

Professional Services

Retail and Consumer Goods

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Board of Directors

Compliance

Company Secretariat

Investment

Corporate Finance

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Company Secretary

Investment Director

Corporate Lawyer

Investment Manager

Venture Capital Partner

Private Equity Manager

Corporate Development Manager

Financial Controller

Board Director

Company Director

General Counsel

Legal Counsel

Investment Banker

Finance Director

Compliance Officer

Corporate Finance Manager

Industries








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