The Shareholder Resignation Agreement is a crucial document used when a shareholder wishes to exit their position in a New Zealand company. This agreement is particularly relevant in private companies where a structured exit process is necessary to maintain business continuity and protect all parties' interests. It should be used whenever a shareholder plans to dispose of their shareholding and terminate their relationship with the company. The document complies with New Zealand legal requirements, particularly the Companies Act 1993, and typically includes provisions for share valuation, transfer mechanics, settlement of outstanding obligations, and ongoing confidentiality requirements. It may also address related matters such as director resignations, employee relationships, or intellectual property rights if the departing shareholder held multiple roles within the company.
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1. Parties: Identifies all parties to the agreement, including the resigning shareholder, the company, and any purchasing shareholders
2. Background: Sets out the context of the agreement, including current shareholding structure and the intention to resign
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Resignation: Details the formal resignation as shareholder and the effective date
5. Share Transfer: Specifies the mechanics of the share transfer, including number of shares, price, and payment terms
6. Completion: Sets out the completion process, including timing and actions required by each party
7. Warranties: Contains warranties from the resigning shareholder regarding share ownership and capacity to transfer
8. Release and Indemnity: Mutual releases from future claims and indemnities between parties
9. Confidentiality: Obligations regarding confidential information and company secrets
10. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Director Resignation: Required if the resigning shareholder is also a director and will resign from that position
2. Non-Compete Obligations: Include when restrictions on future competitive activities are required
3. Ongoing Projects: Needed when the resigning shareholder has ongoing involvement in company projects that need to be addressed
4. Employee Matters: Required if the resigning shareholder is also an employee of the company
5. Intellectual Property: Include when there are IP rights or obligations that need to be addressed
6. Outstanding Loans: Required if there are any shareholder loans or other financial obligations to be settled
1. Share Certificate Details: Details of the share certificates being transferred
2. Payment Schedule: If payment is to be made in installments, details the payment terms and dates
3. Company Assets Register: List of any company assets that need to be returned or transferred
4. Outstanding Obligations: List of any ongoing obligations or commitments that need to be addressed
5. Share Valuation: Details of how the shares were valued and the agreed price calculation
6. Required Corporate Approvals: Copies of board resolutions or other corporate approvals required for the resignation
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