Put your ASA and shareholders agreement on the same footing

Because the two documents often affect each other. The advanced subscription agreement deals with how investment comes in now and converts later, while the shareholders agreement sets the rules that will apply once investors become shareholders. If they are drafted separately, gaps can appear around voting rights, information rights, founder decision-making, future share issues or transfer restrictions. Having both documents prepared as part of the same legal job helps align the fundraising mechanics with the longer-term governance position, which is often where misunderstandings show up after the round closes.

The advanced subscription agreement commonly addresses the investment amount, conversion triggers, valuation cap or discount if relevant, long-stop timing, and what happens on certain funding or exit events. The shareholders agreement usually deals with governance and relationship rules after shares are issued, such as board composition, reserved matters, voting thresholds, share transfers, pre-emptive rights, drag-along or tag-along provisions, and information rights. The exact drafting depends on the deal you are actually doing and how much control or protection each side expects to have after conversion.

It usually depends on the stage of your company, the number and type of investors involved, whether there is a lead investor, how settled the commercial terms already are, and what your current cap table and governance arrangements look like. We also need to understand how the new investment is expected to convert and whether the shareholders agreement needs to work with an existing constitution or earlier shareholder arrangements. Those details matter because a founder-only company raising from one angel investor can need very different drafting from a round involving several investors and negotiated rights.

Timing depends on how settled the deal terms are and whether there are existing documents that need to be taken into account. After engagement, we work through the commercial points for the raise, prepare the draft documents, and then refine them based on the issues that come up during review. If investors or advisers are still negotiating key terms, that can affect turnaround because the drafting needs to keep pace with the live deal. The service covers the two documents described on this page, not ongoing negotiation support after that unless separately arranged.

The fixed-fee covers drafting the advanced subscription agreement and the shareholders agreement, plus advice connected to those documents. It does not include tax advice, company secretarial filings, broader capital raise management, investor outreach, or ongoing representation in negotiations or disputes. If your raise also needs board consents, side letters, constitution updates or other ancillary documents, we can confirm whether those are already covered elsewhere or need separate work. That way, the scope stays clear and the core fundraising documents get the attention they need.

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 Advanced Subscription Agreement Shareholders Agreement service, pricing starts from $2,000.00.

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.