Record a shareholder exit with a clear buy out agreement

A verbal understanding or short email summary rarely deals with the practical points that matter once money and ownership start changing hands. A proper share buy out agreement can record the exact shares being sold, the price, whether payment is made upfront or in stages, what documents must be signed at completion, and whether either side is giving warranties. It also helps expose gaps early, such as restrictions in a constitution or shareholders agreement that may affect the transfer, so the paperwork matches the deal rather than leaving key points implied.

Most buy out agreements cover the identity of the buyer and seller, the number and class of shares, the purchase price, payment timing, completion steps, and any conditions that need to be satisfied before the transfer happens. Depending on the transaction, the agreement may also deal with warranties about ownership of the shares, releases, confidentiality, restraint wording, or how existing shareholder rights are affected after completion. If there are related governance documents in place, we can draft the agreement so it works sensibly alongside them.

The drafting depends on the company structure and the deal terms already on the table. Important factors include whether the shares are ordinary or a different class, whether there is an existing constitution or shareholders agreement, whether the buyer is another shareholder or an outside party, and whether payment is immediate or deferred. We also look at whether the seller is leaving management, whether warranties are expected, and whether any consents or internal approvals are needed before the transfer can be completed properly.

A template can be risky where the company has existing governance documents, multiple share classes, staged payments, or negotiated protections between the parties. Templates often assume a simple transfer and may not deal properly with pre-emption rights, completion mechanics, warranty wording, or how the transfer interacts with the rest of the company's records. For a straightforward internal transfer, a template may look tempting, but if the document does not reflect the actual arrangement, it can create arguments later about price, liability, or whether the transfer was implemented correctly.

Timing depends on how settled the commercial terms are and whether there are existing company documents to check against. Once we have the key deal details, we prepare the agreement and flag any issues that may need to be resolved before signing, such as inconsistencies with a shareholders agreement or missing completion steps. If the transaction is moving quickly, it helps to provide the share details, agreed price, payment structure, and any related company documents early. Ongoing representation after the document is finalised is not included in this fixed-fee.

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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 Buy Out 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.

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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.