friends and family subscription agreement


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This doc maker creates a basic investment agreement suitable for small friends and family type investment transactions.

The agreement provides for the investment amount to be paid in one lump sum in return for the issue of ordinary shares.  Only minimal warranties are provided to investors, and there is no requirement to enter into a shareholders’ agreement.  Instead, investors are reliant on general minority shareholder protections contained in the company’s constitution and under the Companies Act.  

The agreement is unlikely to be suitable for use with professional investors or angel groups. These types of investors usually require more extensive investment agreements.  For example, most New Zealand angel groups use the (investor-friendly) NZVIF standard subscription and shareholders’ agreement (available on NZVIF’s website).

Under New Zealand securities legislation, a company may not issue (or offer to issue) shares, options or other securities without providing detailed disclosure information to the new shareholders.  A company can avoid those disclosure requirements if it is satisfied that an exclusion to the information disclosure requirements of the Financial Markets Conduct Act 2013 applies in relation to that offer or issue.

Please see our NZ securities law – tech company capital raising guide under the capital raising section of the guides page of our website for an explanation of the exclusions under the Financial Markets Conducts Act 2013.  A company must ensure that an exclusion described in that guide applies before it offers to issue, or issues, shares.

A company must also ensure the share issue has been approved in accordance with the Companies Act.  For further detail on what is required to approve share issues, see the Simmonds Stewart resolutions to approve share issues doc maker.

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