NZ Company Shareholders Agreement: What New Directors Need to Know in 2026

What is a shareholders agreement?

A shareholders agreement is a private contract between the owners of a company. It sits alongside the company constitution and governs how shareholders make decisions, resolve disputes, and exit the business. Unlike the constitution, which is filed with the Companies Office and is public, a shareholders agreement is confidential.

The Companies Act 1993 provides a default framework for how NZ companies operate, but that framework is designed for general situations. It does not account for the specific circumstances of your business, your partners, or your goals. A shareholders agreement fills those gaps.

Why you need one before trading begins

Most business disputes between co-founders do not happen when things are going well. They happen when something unexpected occurs: one director wants to sell, another wants to keep the company; one partner stops contributing, another cannot be removed; a third party offers to buy a minority stake. Without an agreement, these situations default to the Companies Act, which is rarely the outcome either party wanted.

The best time to negotiate a shareholders agreement is before the business has value, before personal relationships are under pressure, and before anyone has made assumptions about what is fair. That window is the first 30 to 60 days after incorporation.

Key clauses to include

A standard shareholders agreement for a new NZ company typically covers:

• Share ownership and classes: who owns what percentage, whether different classes of shares carry different rights (voting, dividends, liquidation preference).
• Director appointments and removal: how the board is constituted, what voting threshold is required to appoint or remove a director, and what happens if a shareholder relationship breaks down.
• Reserved matters: decisions that require unanimous consent or a higher threshold, such as issuing new shares, taking on significant debt, or selling the business.
• Drag-along and tag-along rights: if a majority of shareholders want to sell to a buyer, can they force minority shareholders to sell too? Can minority shareholders join a sale on the same terms? These clauses protect both sides.
• Pre-emptive rights: if a shareholder wants to sell their shares, existing shareholders get first right of refusal before those shares can be offered to outside parties.
• Vesting schedules: for companies with multiple founders, shares that vest over time (typically three to four years) protect the company if a founder leaves early. Unvested shares return to the company.
• Non-compete and restraint of trade clauses: restrictions on what a departing shareholder can do for a period after leaving, particularly relevant in professional services firms.
• Dispute resolution: a process for resolving disputes without immediate litigation, such as mediation or expert determination.
• Buy-sell provisions (shotgun clauses): a mechanism for resolving deadlocks by allowing one party to name a price at which they will either buy or sell, forcing a resolution.

What it costs

A shareholders agreement for a new NZ company with two to four shareholders typically costs between NZ$1,500 and NZ$5,000 in legal fees, depending on complexity. That is a modest cost compared to the legal fees involved in resolving a dispute without one, which can run to tens of thousands of dollars and take years to resolve.

Some law firms offer fixed-price packages for standard agreements for new companies. It is worth asking about this when you seek a quote.

Getting professional help

A shareholders agreement is a legal document. While templates are available online, a generic template is unlikely to cover the specific needs of your business, your industry, or your relationships. Working with a commercial lawyer who understands the NZ business environment is the right approach.

If you are a new NZ company looking for a commercial lawyer, FreshFirms can connect you with legal professionals in your region. If you are a law firm looking to win new company clients, see how FreshFirms flags new incorporations in your area.