SHARE SUBSCRIPTION AGREEMENT
SHARE SUBSCRIPTION AGREEMENT
New Zealand
Date: [date].
Company: [registered name] Limited, New Zealand company number [number], registered office [address], acting through [authorised signatory and office] (Company).
Subscriber: [full legal name and address], an adult individual and the Company's sole existing shareholder, holding all of its voting shares (Subscriber).
1. Board authority and subscription
Before signing this agreement, the Company's board resolved on [date] that it is entitled to issue the shares described below under the Companies Act 1993 and the Company's constitution, decided the consideration and terms of issue, and made and signed the certificate required by section 47 of that Act. The Company must retain that resolution and certificate with its records. On that basis, the Company agrees to issue, and the Subscriber agrees to subscribe for, [number] fully paid ordinary shares (New Shares) for NZD [price per share] each, a total of NZD [total] (Subscription Price). The New Shares have the same voting and distribution rights as the Company's existing ordinary shares. This is a private issue to the sole existing shareholder and is not an offer to the public.
2. Payment and issue
The Subscriber must pay the Subscription Price by bank transfer to [Company account] by [date]. Following receipt of cleared funds, the Company must issue the New Shares by [date], enter the Subscriber as their holder in its share register and complete all required Companies Register notices and records. The board must not issue shares if it has ceased to be entitled to do so or a necessary statutory or constitutional condition is unsatisfied. Signing or paying alone does not issue the New Shares.
3. Failure to issue
If the Company cannot lawfully issue and register the New Shares by [long-stop date], it must promptly refund the Subscription Price. Any claim for an earlier breach remains. Neither party is obliged to complete an unlawful issue.
4. Law
New Zealand law governs this agreement, and the courts of New Zealand have jurisdiction.
For the Company: ____________________ Name and office: [details] Date: [date]
Subscriber signature: ____________________ Name: [full name] Date: [date]
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