Shareholders agreement NZ for businesses with two or more partners. Sets out roles and responsibilities, defines how profits are shared, establishes exit strategies and puts a clear process for resolving disputes in place before problems happen. Properly drafted and tailored to your business, not a generic template.
Includes your free consultation, a fully tailored shareholders agreement and follow-up support. No hourly billing and no surprise invoices.
A Shareholders Agreement is the single most important document your business can have if you operate with partners. It governs how decisions are made, how profits are distributed, what happens when a shareholder wants to leave and how disputes get resolved. Without one, you are relying on company law defaults that rarely reflect what the founders actually intended.
What's covered in your Shareholders Agreement — $1,495 + GST
Every clause below is tailored to your specific situation. Fixed fee — no hourly billing and no hidden extras.
Generic templates fail because no two partnerships are the same. We draft your agreement around your specific share split, roles and the way your business actually operates.
Shareholder disputes are among the most damaging and expensive situations a business can face. A well-drafted agreement defines how disagreements are handled before emotions and money create deadlock.
A good agreement protects minority shareholders from being squeezed out and majority shareholders from decisions being blocked. It keeps all parties aligned with what the business actually needs.
What happens when a co-founder wants to leave? Who sets the price? Who has the right to buy? Getting these questions answered upfront prevents the most common cause of business breakdown.
$1,495 + GST for a fully tailored agreement. Law firm rates for equivalent work typically run $3,000 to $8,000+. We deliver the documentation your partnership needs without the firm overhead.
Your agreement needs to work in practice, not just survive a legal review. We write in plain language so every shareholder understands what they have agreed to — and can refer to it confidently.
Most business partnerships feel solid until they don't. Without a Shareholders Agreement, even minor disagreements can escalate into costly disputes because there is no agreed framework for resolving them. The Companies Act defaults rarely reflect what the founders actually intended.
A straightforward process from first conversation to signed agreement — with you involved at every step.
We talk through your business structure, shareholder relationships, how the company is run and what you need the agreement to do. This is where the tailoring begins.
Your price is confirmed at $1,495 + GST before any work begins. Pay online or by invoice. No hourly clock running — no surprises when the work is done.
We draft your shareholders agreement tailored to your specific business — share structure, roles, exits, disputes and everything in between. You receive a draft for review and can request revisions.
Once you are satisfied, the agreement is ready to be executed by all shareholders. We remain available to answer questions as each shareholder reviews the document before signing.
Ready to protect your business partnership?
Book a free consultation or buy directly online — $1,495 + GST.
If your company has more than one shareholder, the answer is almost always yes. Below are the situations where a properly drafted agreement is particularly important — and the scenarios where the stakes are too high to rely on goodwill alone.
Margate Group is a business consultancy, not a law firm. We prepare commercial documentation on a consultancy basis. We cannot provide legal advice or represent clients in court. For significant matters we recommend supplementing our documentation with independent legal review.
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A shareholders agreement is one of the most valuable and most commonly overlooked documents in NZ business. Understanding what it does — and what happens without one — helps you make the right decision for your partnership.
A Shareholders Agreement is a private contract between the shareholders of a company. Unlike the company's constitution — which is a public document filed with the Companies Office — a shareholders agreement is confidential and sits alongside the constitution to fill in the gaps the Companies Act 1993 does not cover.
At its core the agreement governs three things: how the company is run (decision-making, director appointments, reserved matters requiring shareholder approval), how money flows (dividend policy, shareholder salaries, capital contributions) and what happens when circumstances change (exit processes, valuation methods, death and incapacity provisions).
It also provides protections that statutory company law simply does not — non-compete obligations on departing shareholders, pre-emption rights that prevent shares being transferred to outsiders without consent, and dispute resolution mechanisms that can resolve deadlock without involving the courts.
A company constitution is a document that governs the internal management of the company under the Companies Act 1993. It is filed with the Companies Office and is therefore a public document. It deals with broad structural matters — share classes, director powers, shareholder meeting procedures and so on. Many companies operate under the model rules in the Act without a constitution at all.
A shareholders agreement is a private contract between the shareholders. It is not filed anywhere and is not publicly accessible. It can cover matters the constitution cannot — such as personal obligations on individual shareholders, restrictions on what shareholders can do outside the company, confidentiality obligations and specific exit arrangements.
In practice you need both. The constitution governs the company as a legal entity. The shareholders agreement governs the relationship between the people who own it. Most disputes arise in the space the constitution does not address — which is exactly what a shareholders agreement is designed to fill.
Pre-emption rights — sometimes called right of first refusal — are clauses in a shareholders agreement that require a shareholder who wants to sell their shares to first offer them to the existing shareholders before selling to an outside party.
Without pre-emption rights, a shareholder can transfer their shares to anyone — including a competitor, a party you have never met or someone whose involvement would damage the business. Pre-emption rights ensure the existing owners control who can join the company as a shareholder.
The mechanics matter. The agreement needs to specify how the price is set when pre-emption rights are triggered — typically by reference to an agreed valuation method such as net asset value, a multiple of earnings or an independent accountant's determination. A vaguely worded pre-emption right that does not deal with pricing can be just as problematic as having no right at all.
A 50/50 shareholding is the most common structure for business partnerships in New Zealand — and the most dangerous one to operate without an agreement. When two equal shareholders cannot agree on a major decision, neither can outvote the other. The business stalls.
Without a deadlock mechanism, the only options are negotiation under pressure, mediation that the parties may resist, or court proceedings under the Companies Act — which are expensive, time-consuming and damaging to the business while they are underway.
A well-drafted shareholders agreement includes a clear deadlock resolution mechanism. Common approaches include: a mediation step where an agreed third party facilitates resolution; a Russian Roulette or shoot-out clause where one party sets a price and the other must buy or sell at that price; or a put and call option structure that allows one party to exit. The right mechanism depends on the nature of the partnership and the assets involved — this is one of the most important clauses to get right.
How a shareholder exits the business is one of the most contentious areas when there is no agreement in place. Key questions that need to be answered before a dispute arises: What triggers an exit? Can a shareholder be compelled to sell? Who can buy the exiting shareholder's shares? How is the price determined? When does payment occur?
A comprehensive exit provision covers voluntary departure (a shareholder choosing to leave), compulsory transfer events (death, incapacity, insolvency, breach of the agreement or a director being removed), drag-along rights (majority can force minority to sell in a whole-business transaction) and tag-along rights (minority can require their shares to be sold on the same terms if the majority sells).
The valuation mechanism is critical. Common approaches include a fixed price agreed at the time of signing (rarely practical for long-term agreements), a formula based on financial metrics, an independent accountant's determination or a combination. The agreement should also address what happens to any shareholder loans and employment arrangements when a shareholder exits the business.
The best time to put a shareholders agreement in place is at the start of the business relationship — before any disagreement exists and while all parties are motivated to reach a fair outcome. At that point everyone is aligned on what the business is trying to achieve and negotiation is straightforward.
You can add or update a shareholders agreement at any point — and many businesses do so when they bring in a new shareholder, receive investment or when the founders' circumstances change significantly. However, it becomes significantly harder to negotiate terms when one party feels the current arrangements favour them or when there is already tension in the relationship.
If you have an existing business with shareholders and no agreement, the time to act is now — before a dispute makes negotiation impossible. We work with businesses at every stage: starting out with partners, adding investors, reviewing an existing structure or updating an agreement that no longer reflects how the business operates. All engagements begin with a free consultation so we understand your situation before recommending an approach.
Protect your business partnership today
We draft shareholders agreements tailored to your specific business — fully customised, fixed fee, with a free consultation to understand your needs first.
$1,495 + GST. Was $1,995.
Book Free Consultation Buy Now — $1,495 + GSTHonest answers about our service and how shareholders agreements work in practice.
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Ask Us AnythingYes. A Shareholders Agreement is not about distrust — it is about clarity. Most shareholder disputes arise from misaligned expectations and undefined assumptions, not bad faith. A well-drafted agreement removes that ambiguity before it has a chance to become a problem.
Share structure and ownership, roles and responsibilities, decision-making authority, dividend and profit distribution policy, exit provisions and share transfer restrictions, non-compete obligations, dispute resolution and deadlock mechanisms and what happens on death or incapacity. All tailored to your specific partnership — not a generic template.
Our Shareholders Agreement service is a fixed fee of $1,495 + GST (was $1,995). This covers your free 30-minute consultation, a fully tailored agreement, revisions and follow-up support. No hourly billing and no hidden extras.
After the initial consultation, most agreements are drafted within 3 to 5 business days. Turnaround depends on the complexity of your structure and how quickly we receive the information we need from you. Urgent requests can be accommodated — just let us know.
Yes. We regularly work with existing businesses that have been operating without a formal agreement. It is always better to put one in place before a dispute arises. The consultation is a good starting point to understand where the gaps are in your current arrangements.
No — they serve different purposes. The company constitution is a public document that governs the company's internal management under the Companies Act 1993. The shareholders agreement is a private contract that governs the relationship between the shareholders. Both documents work together and you generally need both.
No. Margate Group is a business consultancy, not a law firm. We prepare commercial documentation on a consultancy basis and cannot provide legal advice or represent clients in court. For significant matters we recommend shareholders have the agreement reviewed by their own legal adviser.
Yes. We work with clients nationwide across New Zealand. All services are available remotely. We regularly work with clients in Wellington, Christchurch, Hamilton, Tauranga and across regional New Zealand.
Don't leave your business partnership running on goodwill and assumptions. A properly drafted Shareholders Agreement gives every partner clarity and protection — fully tailored to your business, fixed fee, free consultation included.
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Shareholders Agreement — $1,495 + GST
Book a free consultation to discuss your structure and needs, or buy directly online and we will follow up to get started.
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We are a business consultancy, not a law firm. We cannot provide legal advice or represent clients in court.
