Articles of Association / Constitution (New Zealand)
Companies Act 1993
CONSTITUTION OF [Company Name]
Companies Office Registration Number: [Company Number]
Adopted [Constitution Adoption Method]
Date: [Adoption Date]
1. PRELIMINARY
1.1 This Constitution is adopted pursuant to section 32 of the Companies Act 1993 and replaces any previous constitution of the Company.
1.2 This Constitution binds the Company and each shareholder to the same extent as if it were a contract between them signed by the Company and each shareholder (Companies Act 1993, s 31).
1.3 The Companies Act 1993 and this Constitution together govern the internal management of the Company.
1.4 Where this Constitution is silent, the default provisions of the Companies Act 1993 apply.
2. SHARES
2.1 The Company is authorised to issue [Total Shares Authorised] shares.
2.2 The Company has [Share Classes].
2.3 The board may issue shares at any time and on any terms, subject to the Companies Act 1993 and this Constitution.
2.4 Transfer of Shares: [Transfer Restriction Details]
3. DIRECTORS
3.1 The minimum number of directors is [Min Directors] and the maximum is [Max Directors].
3.2 Directors are appointed [Director Appointment Method].
3.3 Directors must comply with the duties set out in Part 8 of the Companies Act 1993, including the duties of good faith (s 131), the duty of care (s 137), and the duty to avoid reckless trading (s 135).
3.4 A director who is interested in a transaction must disclose that interest and must not vote on the matter, except as permitted by the Companies Act 1993 and this Constitution.
4. BOARD MEETINGS
4.1 The quorum for a board meeting is [Board Quorum].
4.2 Board decisions are made by a majority of votes of directors present and voting. The chairperson has a casting vote: [Chairman Casting Vote].
4.3 Board meetings may be held by telephone or videoconference, provided all directors can hear each other throughout the meeting.
4.4 Written resolutions signed by all directors are as valid as a resolution passed at a board meeting (Companies Act 1993, s 162).
5. SHAREHOLDER MEETINGS
5.1 At least 10 working days' notice of a shareholder meeting must be given to all shareholders, directors, and auditors (s 120 Companies Act 1993).
5.2 The quorum for a shareholder meeting is [Shareholder Quorum].
5.3 Ordinary resolutions require a simple majority of votes cast. Special resolutions require [Special Resolution Threshold] under section 2 of the Companies Act 1993.
5.4 Every shareholder may appoint a proxy (s 146 Companies Act 1993).
6. DIVIDENDS AND DISTRIBUTIONS
6.1 [Dividend Policy]
6.2 No dividend shall be paid unless the board has signed a solvency certificate confirming the Company satisfies the solvency test in sections 52–53 of the Companies Act 1993 immediately after the distribution.
6.3 Subject to any preference rights, dividends are distributed to shareholders in proportion to their shareholding.
7. AMENDMENT OF CONSTITUTION
7.1 This Constitution may be amended or replaced by special resolution of shareholders under section 32 of the Companies Act 1993.
7.2 Any amendment must be filed with the Registrar of Companies within 10 working days of the resolution.
8. LIQUIDATION
8.1 On a liquidation of the Company, after paying all debts and liabilities, the surplus assets shall be distributed to shareholders in proportion to their shareholdings.
9. GOVERNING LAW
9.1 This Constitution is governed by the laws of New Zealand, including the Companies Act 1993.
Adopted by special resolution of shareholders of [Company Name] on [Adoption Date].
Signature: ______________________________
Director
Director
________________
Signature
Director / Shareholder
________________
Signature
What Is a Articles of Association / Constitution (New Zealand)?
An Articles of Association / Constitution in New Zealand records a corporate governance arrangement and the obligations of the company and its officers, consistent with the Companies Act 1993. It defines the corporate name, purpose, capital, management, and share transfer rules binding the shareholders.
When Do You Need a Articles of Association / Constitution (New Zealand)?
A Articles of Association / Constitution is needed whenever parties in New Zealand wish to formalize their arrangement regarding business operations, corporate governance, and commercial transactions. There are numerous situations in which this document becomes essential for protecting the interests of all involved parties. In a business context, you may need a Articles of Association / Constitution when entering into new commercial relationships, when formalizing existing arrangements that have previously been informal, when expanding your business operations, or when restructuring existing agreements. Companies registered with Companies Office should confirm proper documentation is maintained for all significant business transactions. You should also consider using a Articles of Association / Constitution when there has been a change in circumstances that affects an existing arrangement, when you need to comply with new regulatory requirements, when you wish to update outdated documentation, or when professional advisors recommend formalizing certain aspects of your affairs. In New Zealand, maintaining current and accurate legal documentation is considered established standards and can help prevent costly disputes. It is generally advisable to prepare a Articles of Association / Constitution before any issues arise, rather than trying to document terms after a dispute has already begun. Proactive documentation provides clarity and reduces the potential for misunderstandings. If you are unsure whether you need this document for your specific situation in New Zealand, consulting with a qualified legal professional can provide guidance tailored to your circumstances. The timing of executing a Articles of Association / Constitution is also important. In New Zealand, certain documents must be executed before specific actions are taken or within prescribed time periods to be effective. Delaying the preparation of necessary legal documents can result in complications, lost rights, or additional costs. Therefore, it is recommended to prepare this document as early as possible once the need has been identified.
What to Include in Your Articles of Association / Constitution (New Zealand)
A well-drafted Articles of Association / Constitution for use in New Zealand should contain several essential elements to confirm it is legally effective and provides adequate protection for all parties. Party Identification: The document should clearly identify all parties involved, including their full legal names, addresses, and relevant identification numbers. For individuals in New Zealand, this may include identity card or passport numbers. For companies, registration numbers and registered addresses should be specified. Clear identification prevents disputes about who is bound by the agreement. Recitals and Background: The document should include background information explaining the context and purpose of the arrangement. This helps establish the parties' intentions and can be important in interpreting the terms of the document if any ambiguity arises later. The recitals section provides valuable context for the operative provisions that follow. Operative Terms: The core terms and conditions should be set out clearly and thoroughly. This includes the rights and obligations of each party, any conditions or prerequisites, the duration of the arrangement, and any limitations or restrictions. All key terms should be defined precisely to avoid ambiguity and potential disputes. Payment and Financial Terms: Where applicable, the document should specify any payments, fees, deposits, or other financial considerations. The amounts, currency (NZD), payment schedules, and methods of payment should be clearly stated. Any provisions for late payment, interest charges, or adjustments should also be included. Term and Termination: The document should specify its duration, including the start date, end date or conditions for expiry, and any provisions for renewal or extension. The circumstances under which either party may terminate the arrangement early should be clearly defined, along with any notice requirements and the consequences of termination. Dispute Resolution: The document should include provisions for resolving any disputes that may arise, such as negotiation, mediation, arbitration, or litigation. In New Zealand, parties may choose to specify the jurisdiction of New Zealand courts and the applicable law. Including a clear dispute resolution mechanism can save significant time and expense if disagreements occur. Governing Law and Jurisdiction: The document should specify that it is governed by the laws of New Zealand and that disputes shall be subject to the jurisdiction of New Zealand courts. This is particularly important in cross-border transactions or where parties are based in different jurisdictions. Signatures and Execution: The document must be properly signed by all parties or their authorised representatives. In New Zealand, certain documents may need to be witnessed, notarised, or executed as deeds to be legally effective. The date of execution should be clearly recorded, and each party should retain an original signed copy for their records. The forms-legal.com Articles of Association / Constitution (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements.
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Forms Legal. (2026). Articles of Association / Constitution (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/business/corporate/articles-of-association-new-zealand
"Articles of Association / Constitution (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/business/corporate/articles-of-association-new-zealand.
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author = {{Forms Legal}},
title = {Articles of Association / Constitution (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/business/corporate/articles-of-association-new-zealand}},
note = {Free legal document template. Based on Companies Act 1993}
}Frequently Asked Questions
Under the Companies Act 1993, a New Zealand company's constitution (equivalent to articles of association in other jurisdictions) is the primary document that governs the internal rules of the company. A company is not required to have a constitution — if it does not adopt one, the default rules in the Companies Act 1993 apply in full. However, most companies with multiple shareholders or investors should adopt a constitution to supplement and, where permitted, modify the default rules. The constitution is adopted by special resolution (75% shareholder vote) and filed with the Companies Office. Under section 32 of the Companies Act 1993, the constitution may include provisions that restrict or exclude the powers and obligations of the board of directors; restrict the transfer of shares; create different classes of shares with different rights; regulate how decisions are made by shareholders and directors; and provide for dispute resolution between shareholders. The constitution binds the company and each shareholder as if it were a contract between them.
To adopt a constitution for the first time, an existing New Zealand company must pass a special resolution under section 32 of the Companies Act 1993. A special resolution requires 75% of the votes of shareholders entitled to vote. If the company has no shareholders yet (i.e., is being incorporated), the constitution may be adopted at the time of incorporation by including it in the incorporation application to the Companies Office. Once adopted, the constitution can be amended by special resolution unless the constitution itself provides that a particular provision can only be amended with unanimous or some higher majority. Any amendment to the constitution must be filed with the Registrar of Companies at the Companies Office within 10 working days of the resolution. The New Zealand Business Number (NZBN) is used to identify the company in all filings. Failure to file the amended constitution within the required period is an offence under the Companies Act 1993.
Under the Companies Act 1993, a New Zealand company may issue shares in different classes with different rights. Common share classes include ordinary shares (full voting rights, participation in dividends and surplus on liquidation), preference shares (preferential dividend rights, priority in liquidation, limited or no voting rights), and redeemable shares (redeemable by the company or at the shareholder's option). The constitution may also create shares with no voting rights, shares with multiple votes per share, and shares with different transfer restrictions. The rights attached to each class of shares must be specified in the constitution. If the company wishes to alter the rights of an existing class of shares, it must do so by special resolution of the shareholders in that class, unless the constitution provides otherwise. The Financial Markets Conduct Act 2013 (FMCA) applies if shares are offered to the public and imposes additional disclosure and licensing requirements on offers of financial products.
A shareholders' agreement and a company constitution serve different but complementary purposes in New Zealand. The constitution is a public document filed with the Companies Office that binds the company and all shareholders. A shareholders' agreement is a private contract between the shareholders (and sometimes the company) that creates additional contractual obligations between the parties. Having both is common for privately held companies. The shareholders' agreement can address matters that parties wish to keep private — such as exit mechanisms, pre-emptive rights on share transfers, drag-along and tag-along rights, and deadlock resolution — without those terms being publicly accessible. The constitution sets the governance framework that applies to all shareholders including future shareholders who acquire shares and are therefore bound by the constitution. If there is a conflict between the constitution and the shareholders' agreement, the constitution generally governs the company's internal affairs, while the shareholders' agreement creates contractual rights between the parties that may be enforced in contract.
A Articles of Association / Constitution (New Zealand) does not legally require a lawyer in New Zealand, and individuals and businesses may draft and execute the document independently. The Companies Act 1993 does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified New Zealand lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The High Court of New Zealand has jurisdiction over disputes arising from this type of document, and Companies Office may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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