Shareholders Agreement in New Zealand: Template, Key Clauses and Local Law (2026)

A shareholders agreement in New Zealand is a private contract between the owners of a company that sets how they will run and fund it, transfer shares, and settle disputes. It usually sits alongside the company's constitution (if it has one) and the Companies Act 1993. It does not replace the Act, so the documents should be read together. This guide explains the local framework, lists the clauses a New Zealand shareholders agreement should contain, and gives a skeleton you can adapt. It is general information, not legal advice. Confirm the current position with a qualified New Zealand lawyer before you sign. ## The law that governs shareholders in New Zealand New Zealand companies are governed by the Companies Act 1993. Key points for drafting: - A constitution is optional. A company does not have to adopt a constitution. If it does not, the default rules in the Companies Act 1993 apply. A constitution can modify some default rules but cannot override the Act.

• The shareholders agreement is a private contract. It binds the shareholders who sign it and can add commercial rules the constitution and Act do not cover, such as reserved matters, founder consents, and exit mechanics. Where it tries to bind the company on something the Act controls, it may not be effective, so keep the agreement and constitution consistent.
• Statutory shareholder protections remain. The Act gives shareholders rights that an agreement cannot remove, including the minority buy-out rights that let a shareholder require the company to buy their shares when certain major changes are approved, the unanimous-assent procedure for actions all shareholders agree to, and remedies for prejudiced shareholders. Draft around these, not against them.
• Share issues, transfers, and distributions are regulated by the Act (including the solvency test for distributions), so dividend and funding clauses must respect those rules. ## Key clauses in a New Zealand shareholders agreement ### 1. Parties and the company Name each shareholder and the company, with company number and the current shareholding table. ### 2. Business and objectives State the scope of the business and the agreed objectives. ### 3. Capital and funding Set the initial capital, how further funding is provided (equity or shareholder loans), and what happens if a shareholder does not meet a funding call. ### 4. Board and management Set how directors are appointed and removed, board composition, quorum, and decision-making, consistent with the Act's director duties. ### 5. Reserved matters List decisions needing special shareholder approval, such as changing the business, issuing shares, major spending, borrowing, related-party deals, or winding up. State the majority or unanimity required. ### 6. Share transfers Cover pre-emption rights, permitted transfers, tag-along rights to protect minorities, and drag-along rights to enable a sale. ### 7. New shares and anti-dilution Set how new shares are first offered to existing holders and any dilution protection. ### 8. Dividends and distributions State the dividend policy, respecting the solvency test under the Companies Act 1993. ### 9. Information rights Give shareholders access to accounts and management information. ### 10. Confidentiality and restraint of trade Protect the company from competing activity by shareholders and keep its information confidential, with restraints limited to what a court will treat as reasonable. ### 11. Deadlock and dispute resolution Set an escalation path and a buy-sell mechanism for deadlock, plus mediation or arbitration. ### 12. Default and compulsory transfer State what happens on breach, insolvency, or a leaver event, including compulsory transfer and valuation. ### 13. Relationship with the constitution State that the agreement prevails between the shareholders, and require the constitution to be amended to match where possible. ### 14. Governing law and disputes Choose New Zealand law and a forum. ## A simple clause skeleton 1. Parties and company

2. Definitions
3. Business and objectives
4. Capital and funding
5. Board and management
6. Reserved matters
7. Share transfers (pre-emption, tag, drag)
8. New shares and anti-dilution
9. Dividends and distributions
10. Information rights
11. Confidentiality and restraint of trade
12. Deadlock and dispute resolution
13. Default and compulsory transfer
14. Relationship with the constitution
15. Governing law and disputes
16. General provisions ## One workspace to draft, review and track the agreement A shareholders agreement starts a long relationship. Share transfers, new investment rounds, board changes, and reserved-matter approvals all have to stay consistent with what was signed and with the constitution. When these documents live in separate folders and inboxes, the current version and the next approval or funding date are easy to lose. Adira is an AI legal operating system that keeps drafting, review, clause-level editing, version history, and key-date tracking in one workspace, so the shareholders agreement, the constitution, and cap-table changes stay connected. Indian corporate law is deepest today, and wider non-India jurisdiction depth, including New Zealand, is on the roadmap, so treat this page as general guidance and verify New Zealand specifics locally. You can see the product at Adira. ## Frequently asked questions