The Universal Shareholders Agreement serves as a foundational document for companies registered in New Zealand, establishing a comprehensive framework for shareholder relationships and corporate governance. This agreement is essential when a company has multiple shareholders and requires clear rules for share ownership, transfers, and decision-making processes. It ensures compliance with New Zealand legislation, particularly the Companies Act 1993 and Financial Markets Conduct Act 2013, while providing flexibility to accommodate various business structures and sizes. The Universal Shareholders Agreement typically includes provisions for share transfers, pre-emptive rights, board composition, reserved matters, dispute resolution, and exit mechanisms. It's particularly crucial for companies anticipating growth, seeking investment, or requiring strong governance structures to protect all shareholders' interests.
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1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company details and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Share Capital and Shareholders: Details of share classes, shareholding percentages, and share certificates
5. Issue and Transfer of Shares: Rules governing new share issues and share transfer procedures
6. Pre-emptive Rights: Process for existing shareholders' right of first refusal on share transfers
7. Board Composition and Governance: Board structure, appointment rights, and decision-making processes
8. Shareholder Meetings and Decisions: Procedures for shareholder meetings and voting requirements
9. Management and Operations: Day-to-day management responsibilities and operational decisions
10. Reserved Matters: Decisions requiring special majorities or unanimous consent
11. Financial Matters: Dividend policy, funding requirements, and financial reporting
12. Confidentiality: Protection of company and shareholder confidential information
13. Dispute Resolution: Procedures for resolving disputes between shareholders
14. Exit Provisions: Mechanisms for shareholders to exit the company
15. Term and Termination: Duration of the agreement and termination circumstances
16. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Tag-Along and Drag-Along Rights: Rights allowing minority shareholders to join in sales (tag-along) or forcing them to sell (drag-along), used in companies where future sale is contemplated
2. Intellectual Property Rights: Provisions dealing with IP ownership and licensing, essential for technology companies
3. Non-Competition and Non-Solicitation: Restrictions on shareholders competing or poaching employees, important for protecting company interests
4. Employee Share Schemes: Framework for issuing shares to employees, relevant for companies planning employee ownership
5. International Operations: Provisions for companies operating across multiple jurisdictions
6. Deadlock Resolution: Specific procedures for resolving deadlocks, crucial for 50/50 ownership structures
7. Put and Call Options: Rights to force purchase or sale of shares in specific circumstances
1. Schedule 1: Details of the Company and Shareholders: Complete company information and current shareholding details
2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes and rights
3. Schedule 3: Reserved Matters List: Comprehensive list of decisions requiring special approval
4. Schedule 4: Board Procedures: Detailed procedures for board meetings and decision-making
5. Schedule 5: Deed of Adherence: Template for new shareholders to join the agreement
6. Schedule 6: Fair Value Calculation: Methodology for calculating share values
7. Schedule 7: Business Plan: Initial business plan and process for updates
8. Appendix A: Share Transfer Notice: Template for notifying share transfers
9. Appendix B: Tag-Along and Drag-Along Notices: Templates for exercising tag-along and drag-along rights
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