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Founder Stock Purchase Agreement Template for New Zealand

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Key Requirements PROMPT example:

Founder Stock Purchase Agreement

"I need a Founder Stock Purchase Agreement for my New Zealand technology startup, covering the purchase of 100,000 ordinary shares with a 4-year vesting schedule starting March 2025, including standard drag-along and tag-along rights."

Document background
The Founder Stock Purchase Agreement is a crucial document used during company formation or early-stage operations in New Zealand, when founders are formally acquiring their equity stakes in the company. This agreement is essential for establishing clear ownership rights, preventing future disputes, and ensuring compliance with New Zealand corporate law. It typically includes detailed information about share class, quantity, purchase price, vesting schedules (if applicable), and transfer restrictions. The document must comply with New Zealand's Companies Act 1993 and related regulations, making it a fundamental component of the company's corporate governance framework. It serves as a key reference point for future corporate actions, investment rounds, and potential exits.
Suggested Sections

1. Parties: Identifies the company, the founder(s) purchasing shares, and any other relevant parties to the agreement

2. Background: Describes the context of the agreement, including the company's formation and the founder's relationship to the company

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale: Details the specific shares being purchased, including class, number, and purchase price

5. Payment Terms: Specifies how and when payment for shares will be made

6. Closing and Delivery: Outlines the conditions and procedures for completing the share purchase

7. Representations and Warranties of the Company: Company's statements about its legal status, authority, and share validity

8. Representations and Warranties of the Founder: Founder's statements about their capacity to enter the agreement and compliance with laws

9. Share Restrictions: Details any restrictions on transfer, sale, or encumbrance of the shares

10. Founder Obligations: Specifies any ongoing commitments or obligations of the founder

11. Termination: Circumstances under which the agreement can be terminated

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

Optional Sections

1. Vesting Provisions: Include when shares are subject to vesting over time or based on milestones

2. Right of First Refusal: Include when the company or other shareholders should have first right to purchase shares if the founder wishes to sell

3. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join in the sale of the company

4. Tag-Along Rights: Include when minority shareholders should have the right to join in a sale by majority shareholders

5. Intellectual Property Assignment: Include when the founder needs to assign any relevant IP rights to the company

6. Non-Competition and Non-Solicitation: Include when founders should be restricted from competing or soliciting employees/customers

7. Board Participation Rights: Include when the agreement includes rights related to board membership or observation

8. Information Rights: Include when specifying founder's rights to company information and financial reports

Suggested Schedules

1. Schedule 1: Share Details: Detailed description of shares including class, rights, and restrictions

2. Schedule 2: Subscription Price Calculation: Breakdown of how the share purchase price was calculated

3. Schedule 3: Deed of Adherence: Form of deed to be signed by transferees of shares

4. Schedule 4: Vesting Schedule: If applicable, detailed timeline and conditions for share vesting

5. Schedule 5: Shareholders' Agreement: Key terms from or reference to the company's shareholders' agreement

6. Appendix A: Share Certificate: Form of share certificate to be issued

7. Appendix B: Board Resolutions: Copies of relevant board resolutions approving the share issuance

8. Appendix C: Company Constitution Excerpts: Relevant sections of the company constitution regarding share issuance and transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions










































Clauses






























Relevant Industries

Technology

Financial Services

Professional Services

Healthcare

Manufacturing

E-commerce

Retail

Software Development

Biotechnology

Clean Energy

Agriculture

Education Technology

Digital Media

Telecommunications

Consumer Products

Relevant Teams

Legal

Corporate Secretariat

Executive Leadership

Board of Directors

Finance

Compliance

Corporate Governance

Investment

Administration

Relevant Roles

Chief Executive Officer

Company Director

Founder

Co-Founder

Chief Financial Officer

Corporate Lawyer

General Counsel

Company Secretary

Chief Legal Officer

Corporate Governance Officer

Board Member

Chief Operating Officer

Startup Founder

Managing Director

Legal Counsel

Investment Manager

Corporate Secretary

Compliance Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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