Put the ground rules between company shareholders in writing

Problems often appear when the business hits a pressure point, such as a founder leaving, a new investor coming in, or shareholders disagreeing on a major decision. If the rules only exist in emails or verbal discussions, there may be no clear process for share transfers, voting thresholds, dividend decisions or buyout mechanics. A written shareholders agreement gives the company and its owners a single reference point for those situations, which is especially useful where there are multiple founders, unequal ownership stakes or different roles in the business.

Most agreements deal with who can transfer shares, when consent is needed, how important decisions are approved, and what happens if someone wants to exit. They may also cover pre-emptive rights, drag and tag rights, director appointment rights, dividend settings, confidentiality obligations and deadlock procedures. The exact mix depends on your company and shareholder group. For example, a founder-led startup with outside investors may need different control and exit provisions from a closely held family company or professional practice.

The drafting usually turns on your cap table, the number of shareholders, whether there are different share classes, and how control is meant to work in practice. We may also need to consider whether your constitution already covers related issues and whether the two documents need to align. If one shareholder is contributing capital, another is running operations, and another holds a passive stake, the agreement may need different voting, information and exit settings than a company where everyone has the same role.

Off-the-shelf wording can help you see the usual structure, but it may not deal with the facts that make your arrangement different. However, it often stays too general for the way your company actually operates. It may not line up with your constitution, ownership structure or the commercial deal between shareholders. That can create uncertainty around matters like founder departures, compulsory transfers, minority protections or approval rights for major decisions. A tailored agreement is usually more useful where there are multiple founders, investor involvement, unequal contributions or plans to issue more shares later, because those details affect how the clauses should work.

Timing depends on how settled the commercial points already are and how quickly instructions come through. Once engaged, we gather the key details about the shareholders, ownership structure and the main rules you want documented, then prepare the agreement for review. If there are open points, such as transfer restrictions or reserved matters, we can flag those for decision before finalising the wording. After the document is settled, we can explain signing steps and where the agreement should sit alongside your constitution and company records.

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 Shareholders Agreement Company 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.