Legal support for founder secondary sales in New Zealand funding rounds

This service is usually for founders, startups and growth companies in New Zealand where a funding round includes a founder selling some existing shares to investors. It suits matters where the secondary sale sits alongside a broader raise and the parties need the legal position mapped across the founder, company and incoming investors. It is particularly useful if your constitution, shareholders agreement or prior investor documents may affect transfer rights, approvals, pre-emption processes or disclosure expectations. It is less suited to a simple one-document task where the structure is already fully settled.

Founder secondary sales often raise issues that do not appear in a straightforward new share issue. Common points include transfer restrictions in the constitution or shareholders agreement, board or shareholder approvals, investor consent rights, disclosure of company information to buyers, and how warranties or liability caps should be allocated between the founder and others. Timing can also matter if the secondary sale is conditional on the wider round completing. Where overseas investors or regulated sectors are involved, If regulator or authority requirements affect your matter, we will talk you through the practical next steps. so the transaction documents need to reflect that practical uncertainty.

A narrower document-only service is generally appropriate when you already know the exact document required and the commercial structure is not moving. A founder secondary sale pack is broader because the legal work often involves checking whether the sale can happen under existing company documents, identifying what approvals are needed, and making sure the founder sale aligns with the investment round timetable and closing mechanics. That broader scope can be valuable where investors are still negotiating rights, the company is sharing diligence materials, or multiple documents need to be coordinated before signing.

Yes. Mixed rounds are common, but they need careful coordination because the primary issue of new shares and the founder secondary sale usually share the same signing and completion pathway. We can help review whether the subscription documents, cap table updates, approvals, disclosure materials and completion steps line up properly with the founder sale documents. This helps avoid mismatches such as inconsistent conditions precedent, missing transfer approvals or unclear payment flows. If the transaction becomes highly negotiated or requires extensive post-signing support, that extra work may need a separate scope and fee.

The fixed-fee usually covers advice on the proposed secondary sale structure, review of the existing company documents affecting share transfers, and drafting or review of the key sale and disclosure documents for the founder secondary component. Depending on the deal, that may include a share sale agreement, disclosure letter, consent documents, board resolutions, shareholder approvals or completion items. It can also include comments on how the secondary documents interact with the main funding set. Tax advice, regulator approval, third-party decisions and ongoing representation after completion are not included unless separately scoped.

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 Founder Secondary Sale Pack service, pricing starts from $1,200.00.

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.