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Shareholders Agreement

Govern your co-founder relationship before things get complicated. Covers vesting, decision-making, share transfers, deadlock, exits, and more.

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When to use

  • You are starting a company with one or more co-founders and want to set the rules for your relationship before anything goes wrong.
  • You are bringing a new co-founder or investor into an existing company and need a formal agreement governing the relationship.
  • You have been operating as a multi-shareholder company without a shareholders’ agreement and want to formalise the arrangement.
  • You want to protect your shareholding from dilution, unwanted transfers, or a co-founder walking away with equity they have not earned.

This document is not suitable if:

  • Your company has only one shareholder – a shareholders’ agreement requires at least two parties
  • You are completing a significant investment round with institutional investors – those arrangements typically require bespoke legal advice and a full suite of investment documents
  • You need to amend an existing shareholders’ agreement – use the framewrk Shareholders’ Agreement Amendment Deed instead
  • A new shareholder is joining an existing agreement – use the framewrk Deed of Accession instead

Product description

A shareholders’ agreement is the most important document a multi-shareholder company will ever sign and the one most founders put off until it is too late.

This agreement sets the rules for your co-founder relationship in writing, before a dispute forces the conversation. It covers how decisions are made, what happens when someone wants to leave, how shares are valued, and what happens if shareholders cannot agree. Without it, the Companies Act 1993 defaults apply and those defaults were not written with your specific business in mind.

The framewrk Shareholders’ Agreement covers:

  • Governance – board composition, reserved matters requiring shareholder approval, and decision-making thresholds
  • Founder vesting – shares earned over time so a departing co-founder cannot walk away with full equity after minimal contribution
  • Information rights – monthly accounts, annual financials, and material event notifications
  • Share transfers – right of first refusal so existing shareholders can buy shares before they go to an outsider
  • Anti-dilution protection – preserving your economic ownership if new shares are issued at a lower price
  • Compulsory transfer events – what happens to shares on death, bankruptcy, or serious breach
  • Drag-along and tag-along rights – protecting majority and minority shareholders on a sale
  • Key person provisions – protecting the business if a critical person leaves
  • Deadlock resolution – a mechanism for breaking a stalemate between equal shareholders
  • Shareholder loans – governing loans from shareholders to the company
  • Confidentiality and non-competition – protecting the business after a shareholder departs
  • Dispute resolution – good faith negotiation then mediation before any court action
  • Warranties – each shareholder confirms they have the right to enter the agreement and own their shares

Verified against current NZ law including the Companies Act 1993. Delivered as an editable Word document.

Important: This is a general-purpose legal template document, not legal advice. It does not create a lawyer-client relationship. You should satisfy yourself that this document is appropriate for your situation before use. For complex matters seek advice from a qualified NZ lawyer. Licensed for single-business use only.