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.

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 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 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.