SHAREHOLDERS' AGREEMENT
New Zealand

Date: [date].
Company: [registered name] Limited, New Zealand company number [number], registered office [address] (Company).
First shareholder: [full name and residential address].
Second shareholder: [full name and residential address].
The two individuals named above are the shareholders. Both are adults acting for themselves. The Company and both shareholders are parties.

1. Shareholding arrangement
The shareholders promise each other and the Company to observe this agreement. The Company operates [business activity]. It has [number] issued ordinary shares, all fully paid and carrying identical voting and distribution rights. The first shareholder owns [number] and the second [number], comprising all issued shares. No shares are issued or sold by signing this agreement, and it does not oblige a shareholder to provide further money.

2. Constitution and decisions
The Companies Act 1993 (Act) prevails over this agreement. The shareholders must use their voting rights to adopt and maintain a constitution consistent with these arrangements, and the Company must make required Registrar filings. Signing this document does not adopt or amend a constitution. Until an amendment takes effect, the existing constitution and the Act govern corporate action; lawful contractual promises remain enforceable between the parties.
The board remains responsible for management. The Company must obtain both shareholders' written agreement before changing its principal business, issuing shares or securities convertible into shares, changing rights attached to shares, or proposing a major transaction within section 129 of the Act. The shareholders must not vote in favour without that agreement. The required statutory resolutions and board decisions must still be made. Nothing requires a director to act contrary to their duties or prevents steps required by law.

3. Money and information
For a proposed issue of equal-ranking or senior shares, the Company must first offer shares to the existing shareholders on terms preserving their relative voting and distribution rights, with at least twenty calendar days to accept in writing. Both shareholders may agree in writing to another allocation, subject to the Act and constitution. Unaccepted shares may be issued within sixty calendar days after the offer closes on terms no more favourable to the subscriber; otherwise a fresh offer is required.
Distributions require proper board authorisation and satisfaction of the statutory solvency test, including the directors' required certificate. This agreement does not promise a dividend. The Company must send each shareholder annual financial statements within four months after its financial year ends. Rights to request information under the Act are unaffected.

4. Leaving and share transfers
A shareholder wishing to sell their entire holding must first give the other a written offer identifying the shares, cash price in New Zealand dollars and all material sale terms. The offer remains open for twenty calendar days after receipt. Written acceptance creates an obligation to complete the sale and payment within a further twenty calendar days, subject to required lawful approvals.
If the offer is not accepted, the seller may sell those shares to a third party within the following sixty calendar days for no lower price and on no more favourable terms. Otherwise the shares must be offered again. Before completing a transfer of the entire holding, the buyer must sign an accession with the continuing parties to this agreement. A partial transfer or issue adding a third shareholder requires a replacement agreement signed by the Company and all existing and incoming shareholders before completion. Neither shareholder may grant security over shares without the other's written consent.
Transfers require the proper transfer documentation and entry in the share register. The Company may refuse or delay registration only as permitted by the Act and its constitution, with the required decision and notice. Death, bankruptcy and other transmissions by law remain governed by law.

5. Disagreement and duration
If approval required by this agreement is withheld, the proposed action is not authorised under this agreement; existing lawful operations continue. Either shareholder may seek a court remedy, including statutory relief for unfair prejudice. This agreement creates no automatic buyout or power to force a sale.
It ends when all parties agree in writing, when one person lawfully holds all shares, or when the Company is removed from the register. A shareholder who transfers all their shares ceases to have future rights or obligations. Accrued rights and liabilities survive. Changes require written agreement of the Company and all shareholders then bound by it. New Zealand law governs, and its courts have jurisdiction.

SIGNATURES
For the Company by an authorised signatory: [name and position], [signature and date].
First shareholder: [signature and date].
Second shareholder: [signature and date].


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