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A Share Partner Agreement is a comprehensive legal document that governs the relationship between shareholders in a New Zealand company. This agreement establishes clear rules for share ownership, management participation, profit distribution, and exit procedures, ensuring all parties understand their rights and obligations under New Zealand law.

When do you need this document?

You need a Share Partner Agreement when establishing a company with multiple shareholders, bringing in new investors, or formalising existing informal partnerships. This document is essential when launching startups with co-founders, family businesses transitioning to multiple generations of ownership, professional services firms with partner-level employees, or any business where shared ownership requires clear governance structures. The agreement becomes particularly important during investment rounds, when existing shareholders want to protect their interests, or when planning for future business expansion that may involve additional partners.

Key legal considerations

Your Share Partner Agreement must address several critical legal aspects to ensure enforceability and protection for all parties. Share classes and voting rights need clear definition, as different share types may carry varying levels of control and dividend entitlements. Transfer restrictions are crucial, typically including right of first refusal clauses and approval mechanisms for new shareholders. The agreement should establish decision-making processes, including matters requiring unanimous consent versus majority approval. Exit mechanisms must be clearly defined, covering voluntary departures, termination events, and valuation methodologies. Confidentiality and non-compete clauses protect business interests, while dispute resolution procedures provide mechanisms for handling conflicts. The document should also address what happens during deadlock situations and establish procedures for future capital contributions or dilution events.

Legal requirements in New Zealand

Under the Companies Act 1993, your Share Partner Agreement must comply with specific New Zealand regulatory requirements. The agreement cannot override statutory shareholder rights but can supplement them with additional protections and procedures. Share transfers must comply with the company's constitution and any restrictions outlined in the agreement. The Financial Markets Conduct Act 2013 may apply if the agreement involves securities offerings, requiring appropriate disclosures and compliance measures. Anti-money laundering requirements under the AML/CFT Act 2009 must be considered for share ownership verification and due diligence. Tax implications under the Income Tax Act 2007 should be addressed, particularly regarding dividend distribution and capital gains treatment. The agreement should ensure compliance with the Fair Trading Act 1986 to prevent misleading conduct between partners. Additionally, if any partners are employees, consideration must be given to the Employment Relations Act 2000 regarding share-based compensation and employment rights.