Full source list for I'm bringing on a business partner. What's a shareholders agreement and do I need one?
Five numbered references for /wayfinder/refs/shareholders-agreement-co-owners:
1. Companies Act default rules: where a company has no constitution and no shareholders agreement, the default provisions of the Companies Act 1993 apply. Default voting majorities under section 105 require ordinary resolution (more than 50%) for most decisions and special resolution (75%) for fundamental matters. Section 39 governs share transfer (transferable by default unless restricted). The default rules are designed as universally-applicable minimums and may not suit specific co-ownership arrangements.
2. Constitution requirements: under sections 26-36 of the Companies Act 1993, a company may but is not required to have a constitution. The constitution must be filed with the Companies Office and is publicly accessible. Certain corporate powers require constitutional authorisation — share buybacks, holding treasury stock, director indemnification, financial assistance for share acquisition.
3. Priority where constitution and shareholders agreement conflict: where a properly-drafted shareholders agreement contains an inconsistency clause and is properly executed by all shareholders, the shareholders agreement generally takes precedence. The shareholders agreement is a contract between the shareholders binding them in their personal capacities; the constitution binds the company. Properly-drafted documents include cross-references and consistency provisions to minimise conflict.
4. Director duties continue regardless of shareholders agreement: sections 131-138 of the Companies Act 1993 impose director duties that cannot be displaced by shareholders agreement or constitution. A director must act in good faith and in the best interests of the company even where shareholders agree on a different course of action. See the entry on director duties for sole-director companies for the framework.
5. Share transfer mechanics: section 87 of the Companies Act 1993 requires companies to maintain a share register. Share transfers under section 84 must be in writing and entered on the register. Pre-emptive rights (existing shareholders' right of first refusal) under section 45 apply to new share issues unless modified by constitution.