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Share Purchase Agreement Private Limited Company

Share Purchase Agreement Private Limited Company Template for New Zealand

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Key Requirements PROMPT example:

Share Purchase Agreement Private Limited Company

"I need a Share Purchase Agreement Private Limited Company for the acquisition of 100% shares in a New Zealand technology company, including specific warranties about intellectual property rights and an earn-out mechanism based on 2025 performance targets."

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Document background
The Share Purchase Agreement Private Limited Company is a crucial legal document used in New Zealand for transferring ownership of shares in a private company from a seller to a purchaser. This comprehensive agreement is essential when acquiring or divesting shareholdings in private limited companies, whether for complete or partial ownership transfers. It includes detailed provisions covering purchase price, payment terms, warranties, representations, conditions precedent, and completion mechanics, all tailored to comply with New Zealand legal requirements including the Companies Act 1993, Contract and Commercial Law Act 2017, and relevant financial regulations. The document is particularly important as it provides legal protection for both parties, ensures proper disclosure of company information, and establishes clear obligations and rights in relation to the share transfer process. It's commonly used in various business contexts, from small business sales to larger corporate restructuring.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses

2. Background: Context of the transaction, including company details and purpose of the agreement

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

4. Sale and Purchase: Core transaction terms including number of shares, class, and agreement to sell and purchase

5. Purchase Price: Agreed price, payment terms, and payment method

6. Conditions Precedent: Conditions that must be satisfied before completion occurs

7. Pre-completion Obligations: Obligations of both parties between signing and completion

8. Completion: Details of the completion process, timing, and requirements

9. Warranties and Representations: Seller's warranties about the company, shares, and business

10. Limitations on Claims: Limitations on warranty claims including time limits and financial caps

11. Confidentiality: Obligations regarding confidential information

12. Tax Matters: Tax-related provisions and allocations of tax liability

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

Optional Sections

1. Purchase Price Adjustment: Used when the final price may be adjusted based on completion accounts or other metrics

2. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

3. Non-competition and Restraints: Used when restraining seller from competing post-completion

4. Continuing Employment: Include when key shareholders will continue employment post-completion

5. Intellectual Property Rights: Detailed IP provisions when IP is a significant company asset

6. Break Fee: Include when parties agree to compensation if deal fails under specific circumstances

7. Guarantee: Used when parent company or personal guarantees are required

8. Tag-along/Drag-along Rights: Include for partial share sales where remaining shareholders' rights need protection

Suggested Schedules

1. Share Details: Details of shares being sold including class, rights, and current ownership

2. Company Information: Key company details including structure, subsidiaries, and material contracts

3. Warranties: Detailed warranties about the company, business, and shares

4. Completion Requirements: Detailed list of documents and actions required at completion

5. Disclosed Matters: Specific disclosures against the warranties

6. Properties: Details of company's real property assets and leases

7. Intellectual Property: Schedule of company's IP rights and registrations

8. Material Contracts: List and details of company's material contracts

9. Employee Information: Details of key employees and employment terms

10. Form of Share Transfer: Prescribed form of share transfer document

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
Relevant legal definitions










































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Relevant Industries

Professional Services

Manufacturing

Technology

Retail

Healthcare

Real Estate

Financial Services

Agriculture

Construction

Mining

Hospitality

Transport and Logistics

Education

Energy

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk and Compliance

Company Secretariat

Corporate Advisory

Due Diligence

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Managing Director

Company Secretary

Business Development Manager

Investment Manager

Mergers & Acquisitions Director

Finance Director

Commercial Director

Corporate Development Manager

Risk Manager

Compliance Officer

Board Director

Company Director

Transaction Manager

Due Diligence 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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Share Purchase Agreement Private Limited Company

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