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.

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 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 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.