The Basic Shareholder Agreement serves as a foundational document for companies operating under New Zealand law, establishing the framework for shareholder relationships and corporate governance. This agreement is essential when a company has multiple shareholders and needs to clearly define their rights, responsibilities, and relationships. It incorporates requirements from the New Zealand Companies Act 1993 and other relevant legislation, providing mechanisms for share transfers, voting procedures, and dispute resolution. The document is particularly crucial for private companies where shares are not publicly traded and shareholders need clear guidelines for their interactions. A Basic Shareholder Agreement helps prevent future conflicts by establishing clear procedures for important decisions and protecting both majority and minority shareholder interests.
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1. Parties: Identifies all shareholders and the company as parties to the agreement
2. Background: Sets out the context of the agreement, including company details and purpose of the agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Share Ownership and Capital Structure: Details current shareholding structure and classes of shares
5. Shareholders' Rights and Obligations: Outlines basic rights and responsibilities of shareholders
6. Transfer of Shares: Establishes general rules and restrictions for transferring shares
7. Pre-emptive Rights: Process for existing shareholders to have first right to purchase shares being sold
8. Management and Decision Making: Covers voting rights and decision-making processes for key company matters
9. Meetings and Resolutions: Procedures for shareholder meetings and passing resolutions
10. Confidentiality: Obligations regarding confidential information
11. Dispute Resolution: Process for resolving disagreements between shareholders
12. Term and Termination: Duration of agreement and circumstances for termination
13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Tag-Along Rights: Used when minority shareholders should have the right to join in sales by majority shareholders
2. Drag-Along Rights: Include when majority shareholders should be able to force minorities to join in a sale
3. Share Valuation: Include detailed valuation mechanisms for private companies
4. Dividend Policy: Include if specific dividend distribution rules are needed
5. Non-Compete and Non-Solicitation: Add for shareholders who are also involved in business operations
6. Board Representation: Include if certain shareholders should have board appointment rights
7. Dead Lock Resolution: Important for 50/50 ownership structures
8. Put and Call Options: Include if shareholders want specific share purchase rights in certain circumstances
1. Schedule 1: Company Details: Details of the company including registration number, registered office, and current directors
2. Schedule 2: Current Shareholding: List of all shareholders and their current shareholdings
3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous approval
4. Schedule 4: Share Valuation Methodology: Detailed process for valuing shares for transfers or exits
5. Schedule 5: Deed of Adherence: Template for new shareholders to sign up to the agreement
6. Appendix A: Company Constitution: Copy of or reference to the current company constitution
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