Subscription and shareholders agreements for New Zealand capital raises

This agreement is commonly used when a company is bringing in new investors and needs to document both the investment itself and the ongoing relationship between shareholders. It can be particularly useful where founders want clearer rules around control, future share transfers, reserved decisions, or exit events. Rather than relying on separate informal understandings, the agreement puts the key commercial terms in one place. That is often important when the cap table is changing and new money is coming into the business.

A subscription and shareholders agreement will often deal with how many shares are being issued, the subscription amount, completion steps, shareholder rights, voting thresholds, reserved matters, board or management involvement, restrictions on transfers, pre-emptive rights, confidentiality, dispute procedures and exit-related clauses. The exact content depends on the transaction and the company structure. In some matters, the drafting also needs to work alongside an existing constitution or earlier shareholder documents, so consistency across those records can be an important part of the legal review.

The answer depends on what you are actually trying to get done. We usually need to understand the current ownership position, who the incoming investors are, what shares are being issued, whether there are existing shareholder rights already in place, and which decisions the parties want to reserve for shareholder approval. We also look at practical points such as founder roles, future fundraising expectations and any agreed transfer restrictions. Completion may depend on company records and approvals, so those background documents can matter as much as the commercial deal points.

A template may help you see the kinds of clauses that often appear in these agreements, but it may not fit your company structure, investment terms or existing records. Problems often arise where a template does not line up with the share issue being proposed, the rights already held by current shareholders, or the approval steps needed internally. Tailored drafting is usually more useful when there are multiple founders, incoming investors with negotiated rights, or earlier documents that need to be checked for consistency. Tax and accounting consequences may also need separate advice.

After engagement, we gather the information needed to prepare the agreement and review the commercial points that need to be reflected in the drafting. A lawyer then prepares the document for your review, and one round of amendments is included to help finalise it. The fixed-fee is for the agreement and related legal drafting work described on this page. It does not include tax advice, accounting advice, ongoing representation, or full transaction management such as coordinating all completion steps, filings or third-party sign-off requirements.

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 Subscription and Shareholders 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.