SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT
SUBSCRIPTION AND SHAREHOLDERS' AGREEMENT
New Zealand
Date: [date].
Company: [registered name] Limited, New Zealand company number [number], registered office [address], acting through [authorised signatory and office] (Company).
First shareholder: [full legal name and address] (First Shareholder).
Second shareholder: [full legal name and address] (Second Shareholder).
Both are adults and own all issued ordinary shares: the First Shareholder holds [number] and the Second [number]. Each controls at least five percent of voting products.
1. Approved issue
Before signing, the board resolved on [date] that it may issue the shares under the Companies Act 1993 and the constitution, set their price and terms, and signed its section 47 certificate. The Company privately offered shares to both holders in proportion to their holdings, preserving relative voting and distribution rights. The First Shareholder subscribes for [number] new shares for NZD [total]; the Second Shareholder for [number] for NZD [total] (together, New Shares). Each costs NZD [price per share] and has ordinary share rights.
2. Issue and records
Each shareholder must pay their stated total to [Company bank account] by [date]. Subscriptions are independent. Subject to cleared funds, board authority and required approvals, the Company must issue paid New Shares by [issue date], enter them in its share register and notify the Companies Register within the statutory period. If lawful issue fails by [long-stop date], it must promptly refund the affected payment. Signing or paying alone does not issue shares.
3. Ongoing shareholder arrangement
The Company must use proceeds for [identified business purpose] and give both shareholders annual financial statements and quarterly use summaries. Neither shareholder may vote for a new share class, a change to ordinary share rights or a major transaction under section 129 of the Act without both shareholders' written consent. Statutory approvals and directors' duties remain.
4. Constitution and term
The shareholders must vote to align the constitution with clause 3; the Company must make required filings. This agreement does not amend the constitution; until amendment, it and the Act govern company action. Clause 3 binds each signatory while holding shares, and no transferee without accession. Both shareholders may end clause 3 in writing, without releasing accrued obligations.
5. Law
New Zealand law governs this agreement. The courts of New Zealand have jurisdiction.
For the Company: ____________________ Name and office: [details] Date: [date]
First Shareholder signature: ____________________ Date: [date]
Second Shareholder signature: ____________________ Date: [date]
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