ShareholderAgreements&JointVentures
Drafting and reviewing shareholder agreements, joint venture structures, and partnership arrangements to protect your interests.
How we can help
When two or more people go into business together, a shareholder agreement is one of the most important documents they will ever sign. It governs the relationship between shareholders, establishes clear rules for decision-making, and provides mechanisms for resolving disputes before they escalate. Indus Legal drafts and reviews shareholder agreements for businesses of all sizes across Auckland and the wider Auckland region - from two-person startups in Botany to multi-party commercial ventures.
A properly drafted shareholder agreement addresses critical issues that the Companies Act 1993 and a company constitution alone do not cover in sufficient detail. These include pre-emptive rights on share transfers, drag-along and tag-along provisions, deadlock resolution procedures, non-competition obligations, intellectual property ownership, dividend policies, and exit mechanisms such as buy-sell arrangements. Without these protections, shareholders can find themselves locked into an unworkable business relationship with no clear path forward.
We also advise on joint venture structures for businesses looking to collaborate on specific projects or commercial opportunities in New Zealand. Whether your joint venture is structured as a separate company, an unincorporated arrangement, or a limited partnership, we ensure the terms are clearly documented, risks are appropriately allocated, and each party's contributions, responsibilities, and profit-sharing entitlements are defined from the outset.
What we help with
- Drafting bespoke shareholder agreements tailored to your business and ownership structure
- Pre-emptive rights, drag-along, tag-along, and buy-sell provisions for share transfers
- Deadlock resolution mechanisms and dispute resolution clauses
- Joint venture agreements for incorporated and unincorporated arrangements
- Non-competition, confidentiality, and intellectual property ownership clauses
- Reviewing and amending existing shareholder agreements to reflect changed circumstances
Frequently asked questions
What happens if we don't have a shareholder agreement?
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Without a shareholder agreement, the relationship between shareholders is governed only by the Companies Act 1993 and the company's constitution (if one exists). This often leaves significant gaps - particularly around what happens if a shareholder wants to leave, how disputes are resolved, and how key business decisions are made. Disagreements between shareholders are one of the most common causes of business failure. A shareholder agreement provides a clear framework that protects everyone's interests and reduces the risk of costly litigation.
What is the difference between a shareholder agreement and a company constitution?
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A company constitution is a public document filed with the Companies Office that sets out the internal rules of the company. A shareholder agreement is a private contract between the shareholders that covers matters the constitution typically does not address, such as exit mechanisms, deadlock provisions, and restraint of trade obligations. The two documents work together, and it is important they are consistent. Indus Legal drafts both documents to ensure they align and provide comprehensive protection.
Do we need a shareholder agreement for a 50/50 company?
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A shareholder agreement is especially important in a 50/50 company because neither shareholder has a controlling vote. Without a deadlock resolution mechanism - such as mediation, a casting vote procedure, or a buy-sell trigger - a disagreement can paralyse the company entirely. Our Auckland lawyers regularly advise 50/50 business partners on shareholder agreements that include practical, workable deadlock provisions to keep the business running even when the shareholders disagree.
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