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Universal Shareholders Agreement

Universal Shareholders Agreement Template for New Zealand

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Key Requirements PROMPT example:

Universal Shareholders Agreement

"I need a Universal Shareholders Agreement for my New Zealand-based technology startup with four co-founders, including provisions for future investor rounds and an employee share scheme to be implemented in March 2025."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Agriculture

Construction

Education

Hospitality

Media and Entertainment

Transportation and Logistics

Energy and Utilities

Relevant Teams

Legal

Corporate Governance

Board Secretariat

Executive Leadership

Compliance

Finance

Investor Relations

Risk Management

Corporate Affairs

Strategy

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Board Director

Chairman

Compliance Officer

Investment Manager

Corporate Governance Manager

Shareholder Relations Manager

Chief Legal Officer

Company Director

Business Development 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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