What's included with this Shareholders' Agreement and Constitution?
- One-page Prep Sheet – outlines the info you’ll need to create your Shareholders’ Agreement and Constitution
- Simple Shareholders’ Agreement - customised to your business, generated by answering straightforward questions
- Constitution – compliant with the NZ Companies Act 1993, customised to your business
- Shareholders’ Resolution adopting Constitution – enables the shareholders to agree to adopt the Constitution (a legal requirement)
- Video Guides – short, plain language explainers to help you understand key concepts such as pre-emptive and drag and tag along rights
- What’s Next Guide – covers how to sign your Shareholders’ Agreement, register your Constitution, create a Share Register and handle key changes with your company (like transferring shares)
- Template Share Register - record share ownership and stay compliant with the Companies Act 1993
Watch our short video on the difference between a Shareholders’ Agreement and Constitution and the key issues you’ll need to understand to create yours.
Why your business needs a Shareholders' Agreement and Consitution
Any company with more than one shareholder should have a Shareholders’ Agreement and a Constitution.
A Shareholders’ Agreement sets out the rules between shareholders and helps prevent future disputes. Examples of what it covers:
- Whether shareholders must offer their shares to other shareholders before selling them to someone else
- What decisions need approval from all the shareholders (or 75% of shareholders)
- How to bring in a new shareholder/investor
- What happens if a shareholder dies
A Constitution sets out the rules for your company, and allows your company to do things it would not otherwise be able to do, including:
- insuring your directors and officers
- indemnifying your directors
- buying back shares
If you don’t have a constitution, the Companies Act 1993 rules will apply to your company instead.
How are these customised documents different from templates?
After you purchase this bundle you’ll answer a series of simple questions. We have videos and simple notes explaining the concepts you need to understand to answer (like pre-emptive rights). Using your answers, our tech creates customised documents for your business, based on our standard agreement.
When you use a template, you must determine which parts to include/delete for your business, which can be a complicated and difficult process.
Who isn't this Shareholders' Agreement and Constitution Bundle for?
Our Shareholders’ Agreement is not designed for complex or unusual shareholding arrangements. It assumes all founder shares are fully vested (ie, there are no conditions on the shareholders’ ownership of their shares) and all shares are 'ordinary' shares (not preference or redeemable shares). It doesn’t include rights to buy back unvested shares (or a vesting schedule). Further customisation of the agreement will be needed to address more complicated shareholding arrangements.
If you already have a Constitution, you can also purchase our Shareholders’ Agreement on its own. If you do, make sure it aligns with your Constitution.
What if I need help?
Shareholders’ Agreements and Constitutions contain some important matters. If anything is unclear or you have questions, contact us at hello@onyourterms.co.nz.
If you need further customisation of your Shareholders’ Agreement or Constitution our legal partner, Luminate Legal, can provide legal advice for a fixed price.
Other helpful information:
- Check out our blogs: How to transfer shares in a New Zealand company, Why Business Prenups (aka Shareholders’ Agreements) are Essential!, Your Top 10 Questions on Shareholders’ Agreements Answered
- See our Guide to Director Obligations in New Zealand and Guide to Incorporating a Company in New Zealand
- You may also find these bundles or documents useful for your business: Term Sheet for Shareholders’ Agreement, Company Constitution, Term Sheet for Sale and Purchase of Shares (one minority shareholding), Agreement for Sale and Purchase of Shares (one minority shareholding), Transfer of Company Shares and Approvals Bundle, Deed of Accession to Shareholders Agreement, Company Registers, Director Indemnity Bundle
- Check out our FAQs
If you’re unsure whether this Shareholders' Agreement and Constitution Bundle is what you need, reach out to us at hello@onyourterms.co.nz – we’re happy to help!
If you purchase this bundle and it’s not fit for your purposes, contact us within 10 days and we’ll refund you.
Disclaimer: On Your Terms was created to provide fast, easy and affordable access to legal information and documentation. We are not a law firm and do not provide legal advice. The information and documents we provide are of a general nature, designed for common situations, and may not be suitable for your needs or circumstances.