SHARE TRANSFER AGREEMENT
SHARE TRANSFER AGREEMENT
New Zealand
Date: [date].
Debtor: [full legal name and address] (Debtor).
Creditor: [full legal name and address] (Creditor).
Both are adults acting for themselves.
1. Settlement bargain
The Debtor owes the Creditor NZD [total amount] under [identify existing unsecured debt and date] (Debt). The Debt is due, undisputed and includes [describe any interest included]. The Creditor agrees to accept, instead of payment of that Debt, [number] fully paid ordinary shares (Shares) in [company name] Limited, New Zealand company number [number] (Company), presently registered in the Debtor's name and identified in its share register as [identifying allocation, if used]. The parties attribute NZD [amount] to the Shares for this settlement, equal to the Debt. No further cash consideration is payable. The Debtor warrants that the Debtor can transfer the Shares free from security interests and other third-party claims.
2. Registration
The transfer is conditional on compliance with the Company's constitution, including any transfer restriction or approval. By [date], after those requirements are met, the Debtor must deliver to the Company a share-transfer form signed by the Debtor, together with any issued share certificate or evidence of its loss and any indemnity lawfully required by the board. Both parties must supply the details needed for the Company to register the Creditor. The Debtor must keep the Shares unencumbered until registration. Completion occurs when the Company enters the Creditor in its share register as holder of all the Shares. The Creditor irrevocably releases the Debt at Completion and must give the Debtor written confirmation of that release. Signature or delivery of a form alone does not discharge the Debt.
3. If registration fails
If the Company lawfully refuses the transfer or the Creditor is not registered by [long-stop date], either party may terminate this agreement by written notice. The Debt then remains payable under its original terms, and the Creditor must return any certificate or transfer form received. Neither party may obtain both registered ownership of the Shares and payment of the released Debt. Termination does not remove a claim for an earlier breach.
4. Law
New Zealand law governs this agreement. The courts of New Zealand have jurisdiction.
Debtor signature: ____________________ Name: [full legal name] Date: [date]
Creditor signature: ____________________ Name: [full legal name] Date: [date]
Licensed under CC BY 4.0. Attribution is required when you publish or redistribute this Template or an adapted version to the public. Attribution is not required merely because you use or adapt the Template for your own business or legal purposes, including preparing, negotiating, signing, or exchanging an agreement with a counterparty. License details.