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Guide

A partner buy-out: the same figures, in front of both sides, at the same time.

Buy-outs between business partners or shareholders are some of the most delicate transactions a small New Zealand business goes through. The people know each other well, the business may carry both their names, and trust can already be stretched. Disputes often start not with the price but with one side feeling the other had information first.

This guide covers the documents usually involved and how to share them so both sides, and their advisers, work from one set.

Documents that usually come into play

  • The shareholders' agreement or partnership agreement, particularly any buy-sell, valuation or exit clauses.
  • The company constitution, the share register and the Companies Office extract.
  • Financial statements for several years and current management accounts.
  • Shareholder current account balances and records of drawings, dividends and loans between owners and the company.
  • Any independent valuation, and the information the valuer relied on.
  • Personal guarantees given to banks, landlords or suppliers, and what happens to them on exit.
  • Inland Revenue returns and the tax position, including anything that affects the departing owner personally.
  • Key contracts, leases and staff agreements, where the departing owner's role matters to the business.

Your accountant and lawyer will tell you which of these your agreement makes relevant, and how a valuation is to be reached. The guidance here is about sharing, not about the terms.

Setting up an even-handed room

  1. 1

    One room, one set

    Create a room in ShareAndGo and load the agreed documents once. Both owners and their advisers read the same files rather than separate email bundles.

  2. 2

    A group for each side

    Put each owner and their advisers in their own group. Shared folders are visible to both, and each side can have a private folder the other cannot see.

  3. 3

    Questions in the open

    Questions and answers sit inside the room, so a question one side asks about the current account is answered where both can read it.

  4. 4

    A record for both

    The audit log shows who opened what and when, chained so alterations are detectable, and the room's owner can export it as CSV for both sides.

Why the record matters here

In an arm's-length sale, the buyer and seller rarely argue about who saw which document. In a buy-out, they might. If the departing owner later says they never saw the latest management accounts, the audit log records the date the file was uploaded and the date their adviser opened it. ShareAndGo's audit log records every view, upload, download, invitation and change, and you can export it as CSV.

Versions matter for the same reason. If the accountant revises the valuation workings, upload them as a new version. Both sides see the current file, and the earlier version stays in the history, so nobody can say the numbers changed quietly.

Where the documents are sensitive, for example personal financial information about one owner, keep them in a view-only folder. Pages are rendered on our side and watermarked with the reader's name, email address and the date, and the original never reaches the reader's browser.

When a mediator or independent valuer is involved

Some buy-outs bring in a mediator or an independent valuer named in the shareholders' agreement. Give them a group of their own with access to the folders they need. They confirm their email with a six-digit code and accept your NDA before entering, with no account to set up.

A document request list helps the valuer ask for what they need. Each item can be assigned to the owner or adviser who holds it, and the valuer sees items arrive. ShareAndGo's AI can tag, categorise and summarise documents, which saves time when years of records arrive at once.

Frequently asked questions

Who should own the room?
Often the company's accountant, or the company itself, so neither owner controls access alone. Whoever owns it sets the groups and permissions.
Can each side have private material?
Yes. Give each side a folder only its group can see. A folder a group cannot see does not appear for it at all.
What happens after the buy-out completes?
Export the room as a ZIP that keeps its folder structure, with an index of every document, so each side has the same final record. Then revoke access.

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The documents a valuer needs.

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Every business process we cover.

How ShareAndGo protects documents

Access, watermarks, scanning and the audit log.