Simple Shareholders Agreement Template Nz

SIMPLE SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT (the "Agreement") is made and entered into this [Day] day of [Month], [Year] (the "Effective Date").

1. PREAMBLE & RECITALS

BETWEEN:

(1) [Company Name], a company incorporated in New Zealand under the Companies Act 1993, with its registered office at [Address] (the "Company");

(2) [Shareholder Name 1] of [Address]; and

(3) [Shareholder Name 2] of [Address]

(collectively, the "Shareholders" and individually a "Shareholder").

WHEREAS: (A) The Company is a private company limited by shares, having a share capital as set forth in the Company’s Constitution. (B) The Shareholders are the registered and beneficial owners of the issued shares of the Company. (C) The Shareholders desire to regulate their relationship, the governance of the Company, and the transfer of shares to ensure the orderly conduct of the Company’s business.

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2. OPERATIONAL DEFINITIONS

1.1 "Act" means the Companies Act 1993 (NZ). 1.2 "Board" means the board of directors of the Company. 1.3 "Business Day" means a day (other than a Saturday or Sunday) on which registered banks are open for general banking business in [City], New Zealand. 1.4 "Confidential Information" means all non-public technical, financial, or commercial information regarding the Company. 1.5 "Event of Default" means a material breach of this Agreement, insolvency, or the bankruptcy of a Shareholder. 1.6 "Shares" means all classes of shares in the capital of the Company now or hereafter held by the Shareholders. 1.7 "Transfer" means any sale, assignment, encumbrance, gift, or other disposition of legal or beneficial interest in Shares.

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3. SUBSTANTIVE TERMS & OBLIGATIONS

2.1 Governance: The business and affairs of the Company shall be managed by the Board. Each Shareholder shall vote their Shares to ensure the Board composition reflects the ownership interests defined in the Company’s share register. 2.2 Dividend Policy: Dividends shall be declared only upon the unanimous recommendation of the Board, subject to the solvency test under Section 52 of the Act. 2.3 Pre-emptive Rights: If a Shareholder wishes to Transfer any Shares (the "Selling Shareholder"), they must first offer such Shares to the remaining Shareholders in proportion to their existing holdings at the Fair Market Value as determined by an independent accountant. 2.4 Performance Metrics: Shareholders acknowledge that the Company’s performance shall be measured against the Annual Business Plan approved by the Board. 2.5 Representations: Each party represents and warrants that they have the full legal capacity to enter into this Agreement and that such execution does not conflict with any other existing contractual obligation.

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4. DEFAULT, TERMINATION, AND REMEDIES

3.1 Breach: In the event of a breach of any provision of this Agreement, the non-breaching party shall provide written notice to the defaulting party specifying the nature of the breach. 3.2 Cure Period: The defaulting party shall have 30 Business Days from the date of receipt of such notice to remedy the breach (the "Cure Period"). 3.3 Remedies: If the breach is not cured within the Cure Period, the non-breaching party may, at its discretion: (a) Seek injunctive relief or specific performance; (b) Issue a compulsory buyout notice for the defaulting party’s Shares at [Percentage, e.g., 80]% of Fair Market Value. 3.4 Termination: This Agreement shall terminate upon the written agreement of all Shareholders, or the dissolution/liquidation of the Company.

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5. BOILERPLATE LEGAL PROVISIONS

4.1 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 4.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements or understandings. 4.3 Force Majeure: No party shall be liable for any failure to perform its obligations where such failure results from any cause beyond its reasonable control, including acts of God, war, or government regulation. 4.4 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of New Zealand. 4.5 Dispute Resolution: Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration in New Zealand under the Arbitration Act 1996.

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6. FORMAL EXECUTION BLOCK

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

FOR AND ON BEHALF OF [Company Name]:

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Signature Name: [Signatory Name] Title: [Director/Authorised Signatory] Date: [Date]

FOR AND ON BEHALF OF [Shareholder Name 1]:

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Signature Name: [Signatory Name] Title: [Director/Individual] Date: [Date]

FOR AND ON BEHALF OF [Shareholder Name 2]:

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Signature Name: [Signatory Name] Title: [Director/Individual] Date: [Date]