Founder offboarding deed for New Zealand companies

Even where the exit is amicable, founder departures often involve more than a simple resignation. There may be shares to transfer, IP to confirm, access to hand over, and ongoing obligations to record. If those points are left in emails or informal notes, gaps can appear later when investors, remaining founders or accountants review the position. A deed creates a single record of what was agreed and how the exit is meant to work. That is especially useful where the founder helped create core IP or still holds equity after leaving.

The content depends on the exit terms, but a founder offboarding deed commonly deals with share transfers or buy-back mechanics, treatment of vested or unvested equity, confirmation or assignment of intellectual property, confidentiality, return of company property, releases, and any agreed restraints. It may also refer to handover steps and changes needed to company records. If there are related documents such as a shareholders agreement or constitution, the deed should work alongside them rather than cut across them.

The drafting usually turns on the company structure, what the founder owns or controls, and whether the commercial exit terms have already been agreed. For example, the deed may need to deal with founder shares, director resignation, access to code or customer systems, and whether any IP was ever formally assigned to the company. Existing documents also matter. If you already have a shareholders agreement, employment agreement or IP assignment, we will want the deed to fit with those documents instead of creating inconsistent obligations.

A template can be risky because founder exits are rarely identical. One founder may be a shareholder, director, employee and creator of key IP all at once, while another may only hold shares. A generic form may miss issues such as vesting, pre-emptive rights, existing restraint wording, or whether the company actually owns the relevant IP already. A deed prepared for your circumstances is more likely to reflect the real ownership and governance position. That matters if the company later raises capital, adds investors or faces questions about who owns what.

Timing depends largely on whether the exit terms are already settled and whether the supporting documents are available. Once we have the key information, we can prepare the deed and raise any issues that need to be clarified before signing. If the matter is straightforward, the process is usually quicker than a contested departure. If there are unresolved commercial points, those usually need to be agreed before the deed can be finalised. The fixed-fee covers the deed work described on this page, not ongoing representation in negotiations or disputes.

Submit an enquiry on this page or click 'Get started'. One of our legal consultants will review it within 1 business day and get in touch to understand what you need.

Your consultant will then email you a fixed-fee quote setting out the cost, scope and timing. If you're happy with it, you can accept the quote and sign our engagement letter online.

Once you've accepted, one of our Australian-qualified lawyers will work with you to complete your project. They'll contact you by email or phone if they need anything.

Sprintlaw works on fixed-fee pricing wherever possible, so you can review the scope and cost before you decide whether to proceed. For the Founder Offboarding Deed 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 work online, so we can help wherever you are in New Zealand. Our team works remotely, mainly from Australia.

Your work is done by our Australian-qualified lawyers, who hold Australian practising certificates and specialise in business law. None of them are New Zealand lawyers or hold a New Zealand practising certificate.

Sprintlaw NZ Limited is a legal consultancy, not a law firm, and is not regulated by the New Zealand Law Society. We don't act in court or tribunal matters, conveyancing (including leases and business sales) or other reserved areas of work. Communications with Sprintlaw are unlikely to be protected by legal professional privilege. We still keep everything confidential under our engagement letter.