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Shareholder Transfer Agreement Template for New Zealand

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Key Requirements PROMPT example:

Shareholder Transfer Agreement

"I need a Shareholder Transfer Agreement for transferring 25% of shares in my tech startup to a new investor, with special provisions for board representation and pre-emptive rights for existing shareholders."

Document background
A Shareholder Transfer Agreement is a crucial document used when transferring ownership of shares in a New Zealand company from one party to another. This document is essential for both private and public companies, though the complexity may vary depending on the size of the shareholding and nature of the business. The agreement must comply with New Zealand's Companies Act 1993 and other relevant legislation, including potential overseas investment regulations if foreign investors are involved. It typically includes details of the shares being transferred, purchase price, payment terms, warranties, representations, and completion mechanics. The document may also need to address pre-emptive rights of existing shareholders, board approval requirements, and any specific conditions precedent to the transfer. This type of agreement is particularly important for maintaining clear records of ownership changes and ensuring all regulatory and corporate governance requirements are met.
Suggested Sections

1. Parties: Identification of the transferor(s), transferee(s), and the company whose shares are being transferred

2. Background: Context of the transaction, including current shareholding structure and reason for transfer

3. Definitions: Key terms used throughout the agreement including Share, Transfer Date, Completion, etc.

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Any conditions that must be met before the transfer can proceed

6. Completion: Details of when, where and how completion will take place, including required actions and documents

7. Warranties and Representations: Standard warranties from both transferor and transferee regarding capacity, ownership, and authority

8. Company Covenants: Obligations of the company regarding the registration of transfer and updating of records

9. Confidentiality: Provisions regarding confidentiality of the transaction and related information

10. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution

Optional Sections

1. Tag-Along Rights: Include when existing shareholders should have the right to join in the sale on same terms

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

3. Pre-emptive Rights Waiver: Include when existing shareholders' pre-emptive rights need to be formally waived

4. Non-Competition: Include when the transferor should be restricted from competing post-transfer

5. Tax Indemnity: Include when specific tax risks need to be allocated between parties

6. Regulatory Approval: Include when transfer requires specific regulatory approvals (e.g., OIO consent)

Suggested Schedules

1. Share Details: Details of shares being transferred including class, numbers, and distinctive numbers if applicable

2. Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated

3. Completion Checklist: List of all documents and actions required at completion

4. Warranties: Detailed warranties given by transferor regarding the shares and company

5. Existing Shareholders Agreement: Copy of or relevant excerpts from existing shareholders agreement

6. Board Resolution: Pro-forma board resolution approving the 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

























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Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Construction

Agriculture

Mining

Energy

Telecommunications

Transport and Logistics

Education

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Governance

Investment

Business Development

Board Secretariat

Mergers and Acquisitions

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Commercial Director

Investment Manager

Corporate Governance Manager

Compliance Officer

Business Development Manager

Financial Controller

Board Director

Company Director

Shareholder Relations Manager

Transaction 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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