Get legal support across your NZ top up round

This service is usually relevant for startups and growth companies that have already raised before and now want additional capital from existing investors, a small number of new investors, or both. It is often useful where the company already has a constitution, cap table, subscription documents or investor rights that need to be checked together before new money comes in. A top up round can look simple, but the legal position often depends on what was agreed in earlier rounds and whether those documents allow the structure you now want to use.

Most issues arise when the new investment does not fit neatly with your existing documents. Common trouble spots include pre-emption rights, dilution, consent thresholds, valuation changes, inconsistent investor rights and approval steps being taken in the wrong order. Problems also come up where earlier subscription agreements or shareholder arrangements limit what can be offered in the new round. We help identify those pressure points early, review the documents already on foot, and map the practical steps needed before signing so the round is structured on a workable basis.

A template can be enough for a very straightforward investment, but many top up rounds are only straightforward on the surface. A generic form may not match your constitution, shareholder agreement, prior subscription terms, cap table or any special rights already granted to investors. That can create inconsistencies between old and new rights, or leave approval steps undocumented. This service is valuable where the real issue is not just wording one document, but checking how the new investment fits with the documents and obligations your company already has in place.

After signing, there are usually completion steps that still need attention, such as issuing shares, updating the cap table, recording board or shareholder approvals, and making sure the final signed documents match what was authorised. Depending on the structure, there may also be follow-up notices or internal records to update. This service can help you understand those immediate post-signing actions and what should happen next in practice. It does not include ongoing representation, future investor management, or broader support after completion unless that is separately arranged.

The fixed-fee usually covers a strategy session with a New Zealand startup lawyer, review of the proposed fundraising structure, and drafting or review of the main investor documents for the round. It can also include advice on whether board approvals, shareholder approvals or updates to existing records are likely to be needed. The service is broader than a board consents-only package, but it is not unlimited transaction support. Tax advice, ongoing representation, regulator approval and third-party decisions sit outside scope. Requirements and timeframes can vary by jurisdiction and authority.

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 Top Up Round 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.