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Stakeholders Agreement Template for New Zealand

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Key Requirements PROMPT example:

Stakeholders Agreement

"I need a Stakeholders Agreement for a technology startup with three founding shareholders and potential venture capital investment, including specific provisions for share vesting over 3 years and pre-emptive rights for existing shareholders."

Document background
The Stakeholders Agreement serves as a foundational document for companies operating under New Zealand law, particularly those with multiple shareholders or complex ownership structures. This agreement becomes essential when establishing or restructuring a company, bringing in new investors, or formalizing the relationship between existing stakeholders. It addresses key aspects of company governance, shareholder rights, and business operations while ensuring compliance with New Zealand's Companies Act 1993 and related legislation. The document typically comes into play during company formation, capital raising rounds, or when significant changes in ownership or control are anticipated. It provides mechanisms for decision-making, dispute resolution, and share transfers, while protecting both majority and minority stakeholder interests.
Suggested Sections

1. Parties: Identification of all stakeholders and the company

2. Background: Context of the agreement, company structure, and purpose

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Purpose and Objectives: Statement of the agreement's aims and company's objectives

5. Share Capital and Stakeholders: Details of share structure, classes, and ownership

6. Management and Control: Governance structure, board composition, and decision-making processes

7. Shareholders' Rights and Obligations: Key rights, responsibilities, and obligations of stakeholders

8. Transfer of Shares: Rules and restrictions regarding share transfers, including pre-emptive rights

9. Decision Making: Voting rights, reserved matters, and majority requirements

10. Funding and Distribution: Capital contributions, dividend policy, and funding arrangements

11. Default and Consequences: Events of default and resulting consequences

12. Dispute Resolution: Process for resolving disputes between stakeholders

13. Confidentiality: Protection of company and stakeholder confidential information

14. Duration and Termination: Term of agreement and circumstances for termination

15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Tag-Along and Drag-Along Rights: Minority protection and majority exit mechanisms, useful for companies with multiple shareholders

2. Deadlock Resolution: Specific procedures for resolving deadlock situations, important for 50/50 ownership structures

3. Intellectual Property Rights: IP ownership and protection provisions, essential for technology or innovation-focused companies

4. Non-Compete and Non-Solicitation: Restrictions on competitive activities, important for protecting company interests

5. Good/Bad Leaver Provisions: Consequences for departing shareholders based on circumstances of departure

6. Put and Call Options: Rights to force purchase or sale of shares in specific circumstances

7. Advisory Board: Structure and role of advisory board, useful for companies seeking external expertise

8. Employee Share Schemes: Framework for employee share ownership, relevant for companies planning employee incentivization

Suggested Schedules

1. Schedule 1: Company Details: Detailed company information including registration details and share capital structure

2. Schedule 2: Initial Shareholders: List of shareholders and their initial shareholdings

3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous consent

4. Schedule 4: Share Valuation Methodology: Agreed method for valuing shares for transfers or exits

5. Schedule 5: Business Plan: Initial or current business plan and key milestones

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

7. Schedule 7: Board Procedures: Detailed procedures for board meetings and decision-making

8. Schedule 8: Competing Businesses: List of agreed competing businesses or restricted activities

Authors

Alex Denne

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

Relevant legal definitions













































Clauses





































Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Financial Services

Agriculture

Education

Construction

Mining

Tourism

Hospitality

Media and Entertainment

Transportation and Logistics

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Leadership

Corporate Affairs

Compliance

Finance

Risk Management

Investor Relations

Company Secretariat

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Board Director

Company Director

Shareholder Relations Manager

Investment Manager

Corporate Governance Officer

Business Development Director

Compliance Officer

Risk Manager

Company Founder

Private Equity Manager

Venture Capital 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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