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Founder Shareholder Agreement

Founder Shareholder Agreement Template for New Zealand

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Key Requirements PROMPT example:

Founder Shareholder Agreement

"I need a Founder Shareholder Agreement for a New Zealand technology startup with three co-founders, where two founders will work full-time and one will be a silent partner, including specific vesting provisions and tag-along rights."

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Document background
The Founder Shareholder Agreement serves as a crucial foundation document for new companies in New Zealand, typically implemented during or shortly after company formation. This agreement is essential when two or more founders establish a business together, requiring clear documentation of their rights, responsibilities, and relationships. It addresses key aspects such as share ownership, voting rights, management roles, and exit provisions, while ensuring compliance with New Zealand's Companies Act 1993 and related legislation. The document is particularly important for startups and growing businesses where clear governance structures and protection of founding members' interests are essential. The agreement typically includes provisions for future scenarios such as capital raising, dispute resolution, and potential exits, making it a vital tool for long-term business planning and risk management.
Suggested Sections

1. Parties: Identifies all founding shareholders and the company as parties to the agreement

2. Background: Sets out the context of the agreement, including company formation and purpose

3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules

4. Share Ownership and Capital Structure: Details initial shareholding percentages, share classes, and capital contribution requirements

5. Shareholders' Rights and Obligations: Outlines core rights and responsibilities of shareholders, including voting rights

6. Board Composition and Governance: Establishes board structure, appointment rights, and decision-making processes

7. Management and Operations: Details day-to-day management responsibilities and operational decision-making

8. Reserved Matters: Lists decisions requiring special majority or unanimous shareholder approval

9. Share Transfer Restrictions: Sets out limitations on share transfers and pre-emptive rights

10. Exit Provisions: Mechanisms for shareholders to exit, including drag-along and tag-along rights

11. Dispute Resolution: Procedures for resolving disputes between shareholders

12. Confidentiality: Obligations regarding company and shareholder confidential information

13. General Provisions: Standard contract clauses including notices, amendments, and governing law

Optional Sections

1. Founder Vesting: Include when implementing a vesting schedule for founder shares to ensure long-term commitment

2. Intellectual Property: Include when founders are contributing specific IP to the company

3. Non-Compete and Non-Solicitation: Include when restricting founders' ability to compete or poach employees/customers

4. Future Funding Provisions: Include when anticipating future investment rounds

5. Founder Employment Terms: Include when founders will be employed by the company

6. Good/Bad Leaver Provisions: Include when implementing specific consequences for different types of shareholder exits

7. Dead Lock Resolution: Include when equal shareholding exists between founders

8. Company Sale Process: Include when establishing specific procedures for a future company sale

Suggested Schedules

1. Schedule 1: Company Details: Company information including registration number, registered office, and share capital structure

2. Schedule 2: Initial Shareholders: Details of founding shareholders including contact information and initial shareholdings

3. Schedule 3: Reserved Matters: Detailed list of decisions requiring special approval

4. Schedule 4: Business Plan: Initial business plan and key milestones

5. Schedule 5: Share Valuation Methodology: Agreed method for valuing shares for transfers or exits

6. Schedule 6: Deed of Adherence: Template for new shareholders to join the agreement

7. Appendix A: Board Charter: Detailed governance procedures and board responsibilities

8. Appendix B: Share Certificate Template: Template for share certificates if physically issued

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions












































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Relevant Industries

Technology

E-commerce

Financial Services

Healthcare

Manufacturing

Professional Services

Media and Entertainment

Software Development

Biotechnology

Retail

Consumer Goods

Education Technology

Clean Technology

Real Estate

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Corporate Affairs

Business Development

Finance

Company Secretariat

Risk Management

Compliance

Relevant Roles

CEO

Company Founder

Managing Director

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Business Development Director

Startup Founder

Chief Operating Officer

Board Member

Director

Chief Technology Officer

Chief Marketing Officer

Venture Capital Partner

Investment Manager

Corporate Advisory 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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