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Shareholder Deed of Accession

Formally bind a new shareholder to an existing shareholders agreement. Required every time someone new joins the company as a shareholder.
$79.00
+ GST
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When to use

  • A new shareholder is buying shares from an existing shareholder and must be admitted to the existing shareholders agreement.
  • The company is issuing new shares to a new investor or co-founder and the shareholders agreement requires a deed of accession.
  • A founding shareholder is bringing in a new co-founder after the company has already been incorporated and shares issued.
  • The framewrk Shareholders Agreement (or any other shareholders agreement) requires a deed of accession before shares can be transferred or allotted.

When NOT to use this document:

  • The company does not have a shareholders agreement – use the framewrk Shareholders Agreement first.
  • The terms of the existing shareholders agreement need to change as well as admitting the new shareholder – use this deed alongside the framewrk Shareholders Agreement Amendment Deed.
  • The incoming shareholder is receiving shares with significantly different rights from existing shareholders – seek legal advice before proceeding.

Product description

When a new shareholder joins a company, whether by buying existing shares or subscribing for new ones, they do not automatically become a party to any shareholders agreement the existing shareholders have signed. A shareholders agreement only binds the people who signed it.

A deed of accession fixes that. It formally makes the incoming shareholder a party to the existing agreement, binding them to its obligations and entitling them to its protections from the effective date. All existing shareholders and the company also sign, confirming they accept the new shareholder as a party.

The framewrk Deed of Accession covers:

  • Accession provisions – the incoming shareholder is bound by and entitled to all rights under the shareholders agreement from the effective date
  • Prospective effect – the incoming shareholder is not retrospectively liable for events before the effective date
  • Pre-emptive rights compliance – warranties from the incoming shareholder and transferring shareholder that any pre-emptive rights were properly observed before the transfer
  • Warranties – the incoming shareholder warrants capacity, authority, no conflict, and no insolvency
  • Share register obligations – the company’s obligations to update the share register and Companies Office records
  • Acknowledgment by existing shareholders – all existing shareholders confirm the incoming shareholder’s admission
  • Deed formality – correctly executed as a deed under the Contract and Commercial Law Act 2017
  • A four-part Schedule – recording incoming shareholder details, new share details, shareholders agreement details, and existing shareholder information

Verified against the current Companies Act 1993 and Contract and Commercial Law Act 2017. Delivered as an editable Word document.

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