Share purchase agreement drafting and review in NZ

A verbal or high-level commercial agreement rarely deals with the harder parts of a share sale. The share purchase agreement records not just the price, but also what assumptions each side is making about the company, what warranties are being given, what happens if something disclosed turns out to be incomplete, and how completion will actually occur. Because the buyer is acquiring shares rather than selected assets, the company usually comes with its existing rights and liabilities. That makes the wording around risk allocation, disclosure, and post-completion claims especially important.

Most share purchase agreements cover the parties, the shares being sold, the purchase price and payment terms, conditions that must be met before completion, warranties, indemnities where relevant, disclosure mechanics, restraints if agreed, and the documents or actions required at settlement. Depending on the deal, the agreement may also address deferred payments, holdbacks, director resignations, shareholder approvals, or updates to governance documents. The exact content depends on the structure of the transaction, but the aim is to capture the legal and commercial position clearly enough that both sides know what is happening on completion and afterwards.

Useful starting information includes who is buying and selling, how many shares are changing hands, whether the buyer is acquiring all shares or only part of the company, the agreed price, payment timing, and any special conditions. It also helps to know whether there has been due diligence, whether any issues have been disclosed already, and whether there are related documents such as a shareholders agreement, constitution, or director resolutions that interact with the sale. Those details affect the warranties, disclosure process, completion checklist, and any extra clauses needed for the transaction.

A precedent can be a starting reference, but tailored drafting is usually safer where the document affects customers, staff, suppliers or regulators. However, share deals often become risky when the document does not match the company structure or the actual negotiations. For example, a generic form may not deal properly with existing liabilities, disclosure schedules, minority share sales, deferred consideration, or the relationship between the sale and the company's current governance documents. It may also include warranty language that is too broad or too narrow for the deal. A tailored agreement is usually more useful where the transaction involves real negotiation on risk, payment mechanics, or post-completion responsibility.

That depends on how settled the deal terms are and whether you need drafting from scratch or review of an existing draft. A relatively straightforward agreement can move quickly once the core transaction details are available. More time is often needed where there are multiple sellers, extensive warranties, negotiated indemnities, or linked documents that need to line up with the sale. Once we have your instructions, we prepare or review the agreement, raise any key issues, and work through revisions with you. If you later need broader transaction support, that can be discussed separately from this service.

Just submit an enquiry via this page or click the 'get started' button on our website to submit an enquiry. After you've submitted an enquiry, one of our legal consultants will review your enquiry within 1 business day and get in touch to get a better idea of exactly what you are looking for.

Then your legal consultant will send through an email with a bit more information about the services you need, along with a fixed fee quote setting out costs, scope of the service and timing. Have a read through it, and if you're happy with the scope, you can accept and sign our engagement letter online - easy!

Once you've formally accepted, we'll connect you with a specialist lawyer and they will work with you to complete your project. They will contact you by email or phone if they need to get in touch.

Sprintlaw works on fixed-fee pricing wherever possible, so you can review the scope and cost before you decide whether to proceed. For the Share Purchase Agreement service, pricing starts from $900.00.

After you enquire, a legal consultant will confirm what is included, the expected timing and whether any extra work is needed before you engage us.

We operate completely online, which means we can help you wherever you are in New Zealand. We have office spaces in Sydney, and in Melbourne, but our use of technology allows our team members to work remotely from around the world. Our legal team are mostly based in Sydney, Melbourne, Brisbane and Perth. We also have a London office for Sprintlaw UK.

Our legal team is made up of experienced lawyers, who are specialists in various areas of law and hold an Australian legal practising certificate. None of our Sprintlaw lawyers are New Zealand qualified lawyers and they do not currently hold a New Zealand practising certificate.

They provide legal services working remotely from Australia via our 'legal consultancy' model, through which (under section 6 and section 35 of the New Zealand Lawyers and Conveyancers Act 2006) our Australian legal team are permitted to provide legal services to New Zealand businesses provided they do not provide services in certain 'reserved' areas of law. You can read our FAQ page to learn a bit more about our 'legal consultancy' model.

Given the strong similarities between Australian and New Zealand law, and the areas of law in which we practice (being small business and startup law), we do not view the fact that our lawyers have not qualified in New Zealand as having any substantive impact on the quality of our service. We are committed to ensuring that we provide high quality, affordable legal services to all our New Zealand clients.

Our legal team have all trained at leading firms, but have left the traditional corporate law world to join us on our mission to create a new and better way of delivering legal services. They have specialist expertise in technology law, intellectual property law, contract drafting and review, corporate law and commercial law.