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Joint Venture And Shareholders Agreement Template for New Zealand

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Key Requirements PROMPT example:

Joint Venture And Shareholders Agreement

"I need a Joint Venture and Shareholders Agreement for a technology partnership between our New Zealand software company and a Japanese tech firm, with specific provisions for intellectual property sharing and joint product development starting March 2025."

Document background
The Joint Venture and Shareholders Agreement is a crucial document used when two or more parties wish to establish and operate a joint venture business in New Zealand while clearly defining their rights and obligations as shareholders. This agreement is particularly important in situations where parties bring different expertise, resources, or market access to a venture, requiring careful balance of contributions and control. It combines the operational aspects of a joint venture with shareholder protection mechanisms, making it suitable for both domestic and international business collaborations. The document must comply with New Zealand legislation, particularly the Companies Act 1993, Contract and Commercial Law Act 2017, and relevant securities regulations. It typically includes detailed provisions on governance structure, capital contributions, profit sharing, decision-making processes, share transfer restrictions, and exit mechanisms, while also addressing specific requirements of the joint venture's business sector.
Suggested Sections

1. Parties: Identification of all joint venture parties and shareholders, including full legal names and addresses

2. Background: Context of the joint venture formation, business objectives, and parties' intentions

3. Definitions and Interpretation: Defined terms used throughout the agreement and interpretation rules

4. Formation and Business of Joint Venture: Details of joint venture company formation, business scope, and objectives

5. Capital Structure and Funding: Share capital structure, initial contributions, and future funding obligations

6. Governance and Management: Board composition, appointment rights, voting mechanisms, and management structure

7. Shareholder Rights and Obligations: Key rights and obligations of shareholders, including voting rights and capital calls

8. Business Operations: Operational guidelines, business plan requirements, and decision-making processes

9. Transfer of Shares: Share transfer restrictions, pre-emptive rights, and transfer procedures

10. Exit Mechanisms: Procedures for exit including tag-along, drag-along rights, and IPO provisions

11. Deadlock Resolution: Procedures for resolving deadlock situations between shareholders

12. Confidentiality: Protection of confidential information and trade secrets

13. Competition and Restraints: Non-compete and non-solicitation provisions

14. Term and Termination: Duration of agreement and circumstances for termination

15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Intellectual Property Rights: Required when IP is significant to the joint venture, covering ownership, licensing, and development of IP

2. Employee Matters: Include when the JV will have significant employment considerations or transfer of employees

3. Related Party Transactions: Needed when there are significant ongoing dealings with shareholders or their related entities

4. Environmental Compliance: Important for joint ventures in industries with environmental impacts or obligations

5. Foreign Investment Provisions: Required when foreign investment approvals or ongoing compliance is needed

6. Technical Services: Include when shareholders will provide specific technical or operational services to the JV

7. Marketing and Branding: Relevant when use of shareholders' brands or joint marketing efforts are important

8. Dividend Policy: Include when specific dividend distribution rules are required beyond standard provisions

Suggested Schedules

1. Schedule 1 - Company Details: Initial shareholding structure, company details, and registered office

2. Schedule 2 - Business Plan: Initial business plan including strategic objectives and financial projections

3. Schedule 3 - Reserved Matters: List of decisions requiring special majority or unanimous approval

4. Schedule 4 - Share Valuation Methodology: Agreed methods for valuing shares for transfers or exits

5. Schedule 5 - Initial Capital Contributions: Details of initial contributions (cash, assets, or services) by each party

6. Schedule 6 - Key Management Positions: Key executive positions and initial appointments

7. Schedule 7 - Deed of Accession: Template for new shareholders joining the agreement

8. Schedule 8 - Related Party Agreements: List and key terms of any related party contracts

9. Appendix A - Company Constitution: Constitution of the joint venture company

10. Appendix B - Completion Requirements: Checklist of items required for completing the joint venture formation

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

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Relevant Industries

Manufacturing

Technology

Real Estate Development

Infrastructure

Energy

Mining and Resources

Retail

Agriculture

Healthcare

Financial Services

Telecommunications

Transportation and Logistics

Construction

Professional Services

Education

Relevant Teams

Legal

Finance

Corporate Development

Strategy

Operations

Risk Management

Compliance

Executive Leadership

Corporate Secretariat

Business Development

Investment

Commercial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Chief Operating Officer

Managing Director

Corporate Lawyer

Legal Counsel

Company Secretary

Business Development Director

Investment Manager

Commercial Director

Finance Director

Operations Director

Strategy Director

Joint Venture Manager

Shareholder Relations Manager

Corporate Development Manager

Risk Manager

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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