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Shareholders Agreement Deed of Amendment

Formally amend an existing shareholders agreement. Required any time the parties agree to change its terms, whether after a funding round, a restructure, or any other material change.
$79.00
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When to use

  • The parties have agreed to modify specific provisions of an existing shareholders agreement – for example, changing vesting schedules, reserved matters, board composition, or dividend policy.
  • A funding round has changed the cap table and the shareholders agreement schedule needs to be updated.
  • Investor rights need to be added, varied, or removed.
  • Any other material change to the company’s structure or the parties’ commercial arrangements requires the shareholders agreement to be updated.

When NOT to use this document:

  • A new shareholder is joining the agreement – that requires a framewrk Deed of Accession, not this deed (though both may be used together where a new shareholder joins at the same time as the agreement is being amended).
  • The entire shareholders agreement needs to be replaced rather than amended – use the framewrk Shareholders Agreement instead.
  • The amendments are complex, such as adding anti-dilution provisions or restructuring board rights as part of a significant investment round – we recommend legal advice before execution in those circumstances.

Product description

A shareholders agreement governs the relationship between shareholders for the life of the company. Circumstances change. Investment rounds alter the cap table. Governance arrangements need updating. Vesting schedules get renegotiated. When those changes happen, an amendment deed is the formal mechanism for recording and giving legal effect to them.

Drafting a new shareholders agreement from scratch every time something changes is inefficient and creates confusion about which version applies. An amendment deed records the specific changes agreed by all parties and updates the original agreement accordingly. Once signed, the original agreement continues in force subject to those changes.

All existing parties must sign. An amendment that is not signed by every party to the original agreement is not binding on those who did not sign.

The framewrk Shareholders Agreement Amendment Deed covers:

  • Amendment provisions – five drafting formats covering clause replacement, word substitution, insertion, deletion, and schedule replacement, with a worked example structure
  • Continuity – the original agreement continues in force except as expressly amended
  • No novation – the deed does not release any party from obligations that accrued before the amendment date
  • Warranties – each party warrants capacity, authority, no conflict, and no awareness of matters preventing the amendments taking effect
  • Deed formality – correctly executed as a deed under the Contract and Commercial Law Act 2017
  • A three-part Schedule – recording the parties to the original agreement, details of the original agreement, and any replacement schedules attached to the deed
  • General provisions – governing law and jurisdiction, further assurance, amendment mechanism, severability, and counterparts

Verified against current NZ law. 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.