Company Constitution (New Zealand)
Header
COMPANY CONSTITUTION
Company: [Company Name] (Company Number [Company Number])
Registered Office: [Registered Office]
Adopted by special resolution on: [Adoption Date]
Prepared under the Companies Act 1993 (New Zealand)
Interpretation
1. INTERPRETATION
1.1 In this constitution, unless the context otherwise requires:
- "Act" means the Companies Act 1993 (New Zealand) as amended from time to time.
- "Board" means the board of directors of the Company.
- "Company" means [Company Name] (Company Number [Company Number]).
- "Constitution" means this constitution as amended from time to time.
- "Director" means a person appointed as a director of the Company.
- "Share" means a share in the Company.
- "Shareholder" means a person registered as a holder of shares in the Company.
- "Working Day" has the meaning given in the Act.
1.2 Words and expressions defined in the Act have the same meanings in this constitution.
1.3 A reference to a section is a reference to a section of the Act unless otherwise stated.
Shares
2. SHARES
2.1 Share Classes
The Company may issue the following classes of shares: [Share Classes].
2.2 Rights Attached to Ordinary Shares
[Ordinary Share Rights]
2.3 Authority to Issue Shares
Board authority to issue shares without prior shareholder approval: [Board Authority To Issue]. Any issue of shares must comply with sections 42 to 44 of the Act and the terms of any shareholder pre-emptive rights.
2.4 Pre-emptive Rights
Subject to this constitution, before issuing new shares, the Company must first offer them to existing shareholders in proportion to their current shareholding, in accordance with section 45 of the Act, unless the shareholders resolve otherwise by special resolution.
2.5 Transfer of Shares
Shares in the Company may be transferred. Before a shareholder may transfer shares to a third party, the selling shareholder must first offer the shares to existing shareholders at the same price and on the same terms as the proposed transfer (right of first refusal), giving at least 10 working days for existing shareholders to accept.
Directors
3. DIRECTORS
3.1 Number of Directors
The Company shall have a minimum of [Min Directors] director(s) and a maximum of [Max Directors] directors.
3.2 Appointment of Directors
Directors shall be appointed by: [Director Appointment Method]. A director must meet the eligibility requirements of section 151 of the Act, including that at least one director must ordinarily reside in New Zealand or Australia.
3.3 Removal of Directors
A director may be removed by ordinary resolution of shareholders in accordance with section 156 of the Act, after giving the director a reasonable opportunity to be heard.
3.4 Board Meetings
The quorum for board meetings is [Board Quorum] director(s). A director may participate in a board meeting by telephone, video conference, or other electronic means in accordance with section 160A of the Act.
3.5 Chairperson
The directors may appoint one of their number as chairperson of the board. Chairperson casting vote: [Chairperson Casting Vote]. If the votes are equal and the chairperson does not have a casting vote, the motion is not carried.
3.6 Director Duties
Each director must comply with the duties set out in sections 131 to 138 of the Act, including the duties of good faith, to act in the best interests of the Company, to exercise powers for proper purposes, to comply with the Act and this constitution, and to disclose conflicts of interest in accordance with section 140 of the Act.
Shareholder Meetings
4. SHAREHOLDER MEETINGS
4.1 Annual General Meeting
Annual General Meeting required: [AGM Required]. Where an AGM is required, it must be held within 6 months of the end of the Company's accounting period. The business of the AGM includes the consideration of the annual financial statements, the appointment of auditors (if applicable), and the election of directors.
4.2 Notice of Meetings
Written notice of a shareholder meeting must be given to all shareholders and directors at least [Shareholder Meeting Notice] working days before the meeting, setting out the date, time, location, and items of business.
4.3 Quorum
The quorum for a shareholder meeting is: [Shareholder Quorum]. If a quorum is not present within 30 minutes of the scheduled start time, the meeting is adjourned to the same time and place one week later.
4.4 Written Resolutions
Shareholders may pass a resolution without holding a meeting if all shareholders entitled to vote sign a document or identical documents stating that they agree to the resolution, in accordance with section 122 of the Act.
Dividends
5. DIVIDENDS AND DISTRIBUTIONS
5.1 Dividends may be declared and paid by: [Dividend Authority], subject to the solvency test under sections 4 and 52 of the Act.
5.2 Solvency test applies to all distributions: [Solvency Test Reference]. The Company may only make a distribution if, immediately after the distribution, it is able to pay its debts as they become due in the normal course of business, and the value of the Company's assets is not less than the value of its liabilities.
Dispute Resolution
6. DISPUTE RESOLUTION
6.1 Any dispute arising out of or in connection with this constitution, the Act, or the affairs of the Company shall be resolved by: [Dispute Resolution Method] in [Governing Law City], New Zealand.
6.2 Nothing in this clause limits the rights of any party to seek urgent relief from a court of competent jurisdiction or to rely on the rights of minority shareholders under sections 174 to 176 of the Act.
Amendment
7. AMENDMENT OF CONSTITUTION
This constitution may be amended or revoked only by special resolution of shareholders in accordance with section 32 of the Act. A copy of any amendment must be filed with the Registrar of Companies within 10 working days of the amendment taking effect.
Governing Law
8. GOVERNING LAW
This constitution is governed by the laws of New Zealand, in particular the Companies Act 1993, the Companies Amendment Act 2023, and any other applicable New Zealand legislation.
Adoption
9. ADOPTION
This constitution was adopted by special resolution of the shareholders of [Company Name] (Company Number [Company Number]) on [Adoption Date].
Signed on behalf of the Company:
Director: _______________________________ Date: _______________
Name (print): _______________________________
Director
________________
Signature
What Is a Company Constitution (New Zealand)?
A Company Constitution in New Zealand is the formal legal document that sets out the internal rules governing the management and governance of a company registered under the Companies Act 1993. Company Constitution (New Zealand) documents bind the company, its board of directors, and all shareholders, and can modify or replace the default rules set out in the Companies Act 1993.
Under section 25 of the Companies Act 1993, a constitution has the force of a contract between the company and each shareholder, and between each shareholder. All parties are bound by its terms and can enforce them against the others in the High Court of New Zealand or the District Court, depending on the amount in dispute.
A constitution allows companies to depart from the Companies Act 1993's default rules in important ways. The default board quorum of two directors (section 175) can be changed. The default pre-emptive rights on new share issues (section 45) can be modified or removed. The procedures for shareholder meetings, voting thresholds, and written resolution processes under section 122 can be tailored to the company's specific arrangements. For companies with a single shareholder-director, a constitution can simplify governance formalities substantially.
Adoption requires a special resolution under section 32 of the Companies Act 1993 — a 75% majority of votes cast. The constitution must be filed with the Registrar of Companies (Companies Office, MBIE) within 10 working days under section 214, and becomes a public document accessible on the Companies Register. Any amendment or revocation also requires a special resolution and must be filed within 10 working days.
Directors of companies with a constitution must comply with the fundamental duties in sections 131–138 of the Companies Act 1993: the duty of good faith, duty to act in the best interests of the company, duty to exercise powers for proper purposes, and duty to comply with the Act and the constitution. Officers who breach these duties face personal liability and potential prosecution by the Companies Office.
The Financial Markets Authority (FMA) oversees listed companies and may require NZX-listed companies to disclose constitutional arrangements in prospectuses and continuous disclosure filings. The forms-legal.com Company Constitution (New Zealand) template covers all key governance provisions for small to medium New Zealand companies.
When Do You Need a Company Constitution (New Zealand)?
A Company Constitution is needed in a variety of circumstances:
At incorporation: Founders of a new New Zealand company may adopt a constitution when applying to incorporate the company. This is particularly advisable where there are multiple shareholders or investors, where the company's governance needs differ from the Act's defaults, or where the founders want to restrict share transfers.
Existing companies without a constitution: An existing company operating under the Companies Act 1993 default rules may adopt a constitution at any time by special resolution of shareholders. This is often done when a company takes on new investors, plans to issue different classes of shares, or wants to formalise its governance arrangements.
Protecting minority shareholders: A constitution can include provisions that protect minority shareholders, such as requiring special resolutions (75% majority) for significant decisions, or requiring unanimous consent for certain fundamental changes.
Restricting share transfers: For closely held companies where the identity of shareholders is important, a constitution is needed to impose restrictions on share transfers, including rights of first refusal and board approval requirements.
Customising board governance: Where a company wants specific rules for its board, such as a casting vote for the chairperson, particular quorum requirements, or specific procedures for electronic meetings, a constitution is the appropriate vehicle.
helping investment: Many investors and lenders will require a company to have a constitution (and usually a shareholders agreement) as a condition of their investment, to confirm clear governance rules are in place.
What to Include in Your Company Constitution (New Zealand)
A well-drafted Company Constitution for a New Zealand company should address the following key elements.
Interpretation: Definitions of key terms used throughout the document, cross-referenced to the Companies Act 1993. Key defined terms include 'Act', 'Board', 'Director', 'Ordinary Resolution' (simple majority), and 'Special Resolution' (75% majority under section 2 of the Companies Act 1993).
Share structure: The classes of shares the company is authorised to issue (ordinary, preference, or other classes permitted under section 36 of the Companies Act 1993), the rights attached to each class (voting, dividend entitlement, and rights on liquidation), the authority of the Board to issue new shares under section 42, and any restrictions on share transfers including pre-emptive rights giving existing shareholders the right of first refusal under sections 83–84.
Directors: The minimum and maximum number of directors, eligibility requirements (including the New Zealand or Australian resident director requirement under section 151 of the Companies Act 1993), the method for appointing and removing directors (by ordinary resolution under section 156), board quorum, the chairperson's casting vote, and the procedure for electronic board meetings as permitted under section 160A.
Director duties: A statement of the fundamental duties of directors under sections 131–138 of the Companies Act 1993 — the duty to act in good faith and in the best interests of the company (section 131), the duty to exercise powers for a proper purpose (section 133), the duty not to act in a manner that contravenes the Act (section 134), and the duty to disclose conflicts of interest under section 140. Directors who breach these duties face personal liability under section 301 and potential disqualification proceedings brought by the Registrar of Companies.
Shareholder meetings: Whether an annual general meeting (AGM) is required or dispensed with by the constitution; the minimum notice period for meetings (not less than 10 working days under section 109 of the Companies Act 1993); quorum requirements for shareholder meetings; voting rights and proxies; and the ability to pass written resolutions without a physical meeting under section 122.
Dividends and distributions: Who has authority to declare dividends — the Board acting alone or with shareholder approval — and a mandatory reference to the solvency test under sections 4 and 52 of the Companies Act 1993. No distribution may be made unless the Board is satisfied that the company will remain solvent after the distribution.
Amendment: The procedure for amending or revoking the constitution — special resolution (75% majority) and filing with the Registrar of Companies (Companies Office, MBIE) within 10 working days under section 214 of the Companies Act 1993.
Governing law: A statement that the constitution is governed by the laws of New Zealand, principally the Companies Act 1993, with disputes subject to the jurisdiction of the High Court of New Zealand or the District Court. The forms-legal.com Company Constitution (New Zealand) provides a complete, ready-to-use template covering all of these elements for small to medium New Zealand companies.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Company Constitution (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/business/corporate/company-constitution-new-zealand
"Company Constitution (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/business/corporate/company-constitution-new-zealand.
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title = {Company Constitution (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/business/corporate/company-constitution-new-zealand}},
note = {Free legal document template. Based on Companies Act 1993}
}
Frequently Asked Questions
No, a New Zealand company incorporated under the Companies Act 1993 is not required to have a constitution. If a company does not have a constitution, it is governed by the default provisions of the Companies Act 1993, often referred to as the 'replaceable rules'. However, having a constitution is strongly recommended for most companies because it allows shareholders and directors to customise the governance rules to suit their specific arrangements. A constitution can override many of the default rules in the Act, restrict the transfer of shares, set pre-emptive rights, specify quorum requirements, set out dividend policies, and tailor dispute resolution processes. For companies with multiple shareholders or complex arrangements, a constitution is essential. Under New Zealand law, specifically the Companies Act 1993, parties should seek independent legal advice to confirm compliance with all applicable requirements and confirm the document meets the standards set by the relevant regulatory authorities.
Under section 32 of the Companies Act 1993, a company constitution is adopted, amended, or revoked by special resolution of shareholders, which requires at least 75% of votes cast in favour. A constitution may also be adopted when the company is first incorporated by including it in the application to the Registrar of Companies. Once adopted, any amendment to the constitution must also be by special resolution. The company must file a copy of the constitution (or any amendment) with the Registrar of Companies within 10 working days of adoption, under section 214 of the Act. The Registrar maintains a public record of company constitutions on the Companies Register. Under New Zealand law, specifically the Companies Act 1993, parties should seek independent legal advice to confirm compliance with all applicable requirements and confirm the document meets the standards set by the relevant regulatory authorities.
A company constitution is a public document registered with the New Zealand Companies Office that governs the internal management of the company and binds all shareholders, directors, and the company itself. It can be inspected by anyone on the Companies Register. A shareholders agreement is a private contract between some or all of the shareholders and is not filed with the Companies Office. It deals with matters such as how decisions are made, how disputes between shareholders are resolved, restrictions on share transfers (buy-sell provisions), funding obligations, and exit rights. Many New Zealand companies have both a constitution and a shareholders agreement. The shareholders agreement typically prevails in the event of any inconsistency between the two documents. Under New Zealand law, specifically the Companies Act 1993, parties should seek independent legal advice to confirm compliance with all applicable requirements and confirm the document meets the standards set by the relevant regulatory authorities.
Under sections 10 and 151 of the Companies Act 1993, at least one director of a New Zealand company must ordinarily reside in New Zealand or Australia. A person is disqualified from acting as a director if they are under 18 years old, are bankrupt, are prohibited from being a director by a court order, or have been convicted of certain offences (s151). Directors must comply with the fundamental duties set out in sections 131 to 138 of the Act, including the duty of good faith, the duty to act in the best interests of the company, the duty to exercise powers for proper purposes, and the duty to comply with the Act and the constitution. Directors are also required to disclose conflicts of interest under s140. Under New Zealand law, specifically the Companies Act 1993, parties should seek independent legal advice to confirm compliance with all applicable requirements and confirm the document meets the standards set by the relevant regulatory authorities.
Yes. One of the key reasons for having a company constitution in New Zealand is to restrict the transfer of shares. The Companies Act 1993 (s83-84) allows a constitution to include provisions that restrict share transfers, such as requiring board approval before a transfer can take place, or giving existing shareholders a right of first refusal (pre-emptive right) to purchase shares before they can be transferred to an outsider. Without such provisions in the constitution, shares in a company are generally freely transferable. Restrictions on share transfer are particularly important in closely held private companies where the identity of shareholders is important to the other shareholders and the management of the company. Under New Zealand law, specifically the Companies Act 1993, parties should seek independent legal advice to confirm compliance with all applicable requirements and confirm the document meets the standards set by the relevant regulatory authorities.
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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