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Shareholder Resignation Agreement

Shareholder Resignation Agreement Template for New Zealand

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Key Requirements PROMPT example:

Shareholder Resignation Agreement

"I need a Shareholder Resignation Agreement under New Zealand law for a minority shareholder selling their 15% stake back to the company, with completion scheduled for March 1, 2025, with payment to be made in three installments."

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Document background
The Shareholder Resignation Agreement is a crucial document used when a shareholder wishes to exit their position in a New Zealand company. This agreement is particularly relevant in private companies where a structured exit process is necessary to maintain business continuity and protect all parties' interests. It should be used whenever a shareholder plans to dispose of their shareholding and terminate their relationship with the company. The document complies with New Zealand legal requirements, particularly the Companies Act 1993, and typically includes provisions for share valuation, transfer mechanics, settlement of outstanding obligations, and ongoing confidentiality requirements. It may also address related matters such as director resignations, employee relationships, or intellectual property rights if the departing shareholder held multiple roles within the company.
Suggested Sections

1. Parties: Identifies all parties to the agreement, including the resigning shareholder, the company, and any purchasing shareholders

2. Background: Sets out the context of the agreement, including current shareholding structure and the intention to resign

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Resignation: Details the formal resignation as shareholder and the effective date

5. Share Transfer: Specifies the mechanics of the share transfer, including number of shares, price, and payment terms

6. Completion: Sets out the completion process, including timing and actions required by each party

7. Warranties: Contains warranties from the resigning shareholder regarding share ownership and capacity to transfer

8. Release and Indemnity: Mutual releases from future claims and indemnities between parties

9. Confidentiality: Obligations regarding confidential information and company secrets

10. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution

Optional Sections

1. Director Resignation: Required if the resigning shareholder is also a director and will resign from that position

2. Non-Compete Obligations: Include when restrictions on future competitive activities are required

3. Ongoing Projects: Needed when the resigning shareholder has ongoing involvement in company projects that need to be addressed

4. Employee Matters: Required if the resigning shareholder is also an employee of the company

5. Intellectual Property: Include when there are IP rights or obligations that need to be addressed

6. Outstanding Loans: Required if there are any shareholder loans or other financial obligations to be settled

Suggested Schedules

1. Share Certificate Details: Details of the share certificates being transferred

2. Payment Schedule: If payment is to be made in installments, details the payment terms and dates

3. Company Assets Register: List of any company assets that need to be returned or transferred

4. Outstanding Obligations: List of any ongoing obligations or commitments that need to be addressed

5. Share Valuation: Details of how the shares were valued and the agreed price calculation

6. Required Corporate Approvals: Copies of board resolutions or other corporate approvals required for the resignation

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Professional Services

Technology

Manufacturing

Retail

Financial Services

Real Estate

Healthcare

Construction

Agriculture

Mining

Education

Hospitality

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Governance

Board of Directors

Company Secretariat

Compliance

Risk Management

Shareholder Relations

Executive Leadership

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Chief Financial Officer

Finance Director

Board Director

Managing Director

Compliance Officer

Company Director

Shareholder Relations Manager

Corporate Governance Manager

Financial Controller

Business Development Director

Industries
Companies Act 1993: Primary legislation governing company operations in New Zealand, including shareholder rights, share transfers, and company obligations. Particularly relevant sections include those dealing with share transfers, shareholder rights, and company records.
Contract and Commercial Law Act 2017: Provides the legal framework for contract formation, interpretation, and enforcement. Relevant for ensuring the resignation agreement meets legal requirements for valid contracts.
Income Tax Act 2007: Governs tax implications of share transfers and any consideration paid for shares. Important for structuring the financial aspects of the resignation and ensuring compliance with tax obligations.
Fair Trading Act 1986: Ensures fair trading practices and prohibits misleading or deceptive conduct in business transactions. Relevant for ensuring transparency and fairness in the resignation process.
Financial Markets Conduct Act 2013: May be relevant if the company is listed or if the share transfer involves regulated financial products. Governs securities law and financial market conduct.
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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