Shareholder Agreement Template Nz

Shareholder Agreement Template Nz

1. Document Preamble & Recitals

THIS SHAREHOLDER AGREEMENT (the "Agreement") is entered into and made effective as of this [Day] day of [Month], [Year] (the "Effective Date"), by and among:

1. [Company Name], a company incorporated under the laws of New Zealand, having its registered office at [Registered Office Address] (hereinafter referred to as the "Company");
2. [Shareholder 1 Name], residing at [Residential/Registered Address] (hereinafter referred to as "[Shareholder 1 Identifier]"); and
3. [Shareholder 2 Name], residing at [Residential/Registered Address] (hereinafter referred to as "[Shareholder 2 Identifier]").

(The aforementioned shareholders are collectively referred to as the "Shareholders" and individually as a "Shareholder".)

RECITALS

WHEREAS: A. The Company was duly incorporated under the Companies Act 1993 on [Date of Incorporation] with the corporate registration number [Company Number]. B. As of the Effective Date, the authorized, issued, and paid-up share capital of the Company is [Total Number of Shares] ordinary shares, held by the Shareholders in the proportions set out in Schedule A annexed hereto. C. The Shareholders wish to define their respective rights, duties, and obligations as shareholders of the Company, to regulate the management, operation, and governance of the Company, and to provide for the orderly transfer of shares and the resolution of disputes, all in accordance with New Zealand law.

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

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2. Operational Definitions

In this Agreement, except where the context otherwise requires, the following terms shall have the following meanings:

1. "Act" means the Companies Act 1993 (NZ), as amended, modified, or re-enacted from time to time.
2. "Board" means the board of directors of the Company for the time being.
3. "Business Day" means a day (other than a Saturday, Sunday, or public holiday) on which registered banks are open for normal banking business in [Auckland/Wellington/Christchurch], New Zealand.
4. "Confidential Information" means all non-public information, including but not limited to commercial, financial, technical, or operational data, trade secrets, customer lists, and intellectual property relating to the Company or any Shareholder.
5. "Defaulting Shareholder" has the meaning ascribed to it in Clause 4.1.
6. "Director" means a director of the Company appointed in accordance with this Agreement and the Act.
7. "Fair Market Value" means the value of the Shares determined jointly by the Shareholders, or failing agreement within fourteen (14) Business Days, by an independent chartered accountant appointed by the President of the New Zealand Institute of Chartered Accountants (CA ANZ).
8. "Interest Rate" means the official cash rate set by the Reserve Bank of New Zealand plus [Insert Number, e.g., 3] percent per annum, calculated daily and compounded monthly.
9. "Notice" means any formal communication given pursuant to this Agreement, executed in writing in accordance with the notice provisions herein.
10. "Shares" means ordinary shares, preference shares, or any other class of shares in the capital of the Company issued from time to time.
11. "Transfer" includes any sale, assignment, transfer, conveyance, gift, pledge, mortgage, encumbrance, or creation of any trust or security interest over any Share, whether voluntary or involuntary by operation of law.

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3. Substantive Terms & Obligations

3.1 Governance and Board Composition

1. The Board shall consist of up to [Insert Number] Directors.
2. Each Shareholder holding not less than [Insert Percentage, e.g., 20]% of the issued voting shares shall be entitled to nominate one (1) Director by written notice to the Company.
3. A quorum for a meeting of the Board shall be [Insert Number] Directors present in person or via audio-visual communication.

3.2 Reserved Matters

Notwithstanding any provision of the Act or the Company's constitution, the Company shall not, and the Shareholders shall procure that the Company shall not, undertake any of the following acts without the prior written approval of Shareholders holding at least [Insert Percentage, e.g., 75]% of the voting shares:

1. Alteration of the constitution or change of the Company's primary business scope.
2. Issuance of any new shares, options, or convertible securities.
3. Merger, amalgamation, reorganization, liquidation, or winding up of the Company.
4. Acquisition or disposal of any asset or undertaking valued in excess of [Dollar Amount].
5. Incurrence of any debt, borrowing, or liability exceeding [Dollar Amount] outside the ordinary course of business.

3.3 Share Transfers & Right of First Refusal

1. No Shareholder shall Transfer any Shares except in strict compliance with this Agreement and the Constitution of the Company.
2. If a Shareholder (the "Selling Shareholder") wishes to Transfer all or any part of their Shares, they shall first offer them in writing (the "Offer Notice") to the remaining Shareholders (the "Non-Selling Shareholders") pro rata to their existing holdings, at the price and on the terms offered by a bona fide third-party purchaser.
3. Non-Selling Shareholders shall have thirty (30) Business Days from receipt of the Offer Notice to accept the offer in whole. If they decline or fail to respond, the Selling Shareholder may Transfer the Shares to the third party on terms no more favorable than those offered to the Non-Selling Shareholders, subject to the third party executing a deed of adherence to this Agreement.

3.4 Shareholder Representations and Warranties

Each Shareholder severally represents and warrants to the Company and each other Shareholder that:

1. They possess full legal capacity, power, and authority to enter into and perform their obligations under this Agreement.
2. The execution and performance of this Agreement do not violate any laws, regulations, orders, or contractual obligations binding upon them.
3. Their existing Shares are free and clear of all liens, charges, encumbrances, and third-party claims of any nature whatsoever.

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4. Default, Termination, and Remedies

4.1 Events of Default

A Shareholder shall be deemed to be a "Defaulting Shareholder" upon the occurrence of any of the following events:

1. Breach of any material term, condition, or warranty of this Agreement, which breach remains uncured.
2. Insolvency, liquidation, administration, receivership, or bankruptcy of the Shareholder, or the appointment of a statutory manager over their assets.
3. Execution of a judgment against the Shareholder's Shares that is not satisfied within twenty-one (21) days.

4.2 Notice of Breach and Cure Period

Upon the occurrence of a default under Clause 4.1.1, a non-defaulting Shareholder or the Company may issue a formal notice of default to the Defaulting Shareholder. The Defaulting Shareholder shall have a period of thirty (30) Business Days from the date of receipt of such notice to remedy the breach (the "Cure Period").

4.3 Remedies Upon Default

If a Defaulting Shareholder fails to remedy the breach within the Cure Period, the non-defaulting Shareholders may, by written notice:

1. Compel the Defaulting Shareholder to transfer all of their Shares to the non-defaulting Shareholders at a purchase price equal to seventy-five percent (75%) of the Fair Market Value or the nominal value of the Shares, whichever is lower.
2. Exercise all legal and equitable remedies available under New Zealand law, including claiming damages for breach of contract and seeking injunctive relief.

4.4 Termination

This Agreement shall terminate automatically upon:

1. The unanimous written agreement of all Shareholders.
2. The winding up, liquidation, or deregistration of the Company.
3. The consolidation of all issued Shares into the ownership of a single Shareholder.

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5. Boilerplate Legal Provisions

5.1 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be severed to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

5.2 Entire Agreement

This Agreement, along with its schedules, constitutes the entire agreement between the Shareholders concerning its subject matter and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written.

5.3 Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from acts of God, war, civil unrest, pandemics, government restrictions, or other events beyond the reasonable control of the affected party, provided that economic hardship shall not constitute a force majeure event.

5.4 Governing Law and Jurisdiction

This Agreement shall be governed by, and construed in accordance with, the laws of New Zealand. The Shareholders irrevocably submit to the exclusive jurisdiction of the courts of New Zealand.

5.5 Dispute Resolution

1. In the event of any dispute arising out of or in connection with this Agreement, the disputing Shareholders shall first attempt to resolve the matter through good-faith negotiations conducted over a period of fourteen (14) Business Days.
2. If the dispute is not resolved through negotiation, it shall be referred to mediation administered by the Arbitrators' and Mediators' Institute of New Zealand (AMINZ). If mediation fails, the dispute shall be finally resolved by binding arbitration under the rules of AMINZ by a single arbitrator appointed in accordance with said rules.

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6. Formal Execution Block

IN WITNESS WHEREOF, the parties have executed this Shareholder Agreement as of the Effective Date written above.

SIGNED for and on behalf of 
[Company Name] 
by its authorized signatory:
_____________________________________________
Signature of Authorized Signatory

Name: _______________________________________
Title: ______________________________________
Date: _______________________________________


SIGNED by [Shareholder 1 Name]
in the presence of:
_____________________________________________
Signature of Shareholder

Witness Signature: __________________________
Witness Name: _______________________________
Witness Address: ____________________________
Witness Occupation: _________________________
Date: _______________________________________


SIGNED by [Shareholder 2 Name]
in the presence of:
_____________________________________________
Signature of Shareholder

Witness Signature: __________________________
Witness Name: _______________________________
Witness Address: ____________________________
Witness Occupation: _________________________
Date: _______________________________________

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Schedule A: Shareholding Structure