Directors' Resolution (New Zealand)

A Directors' Resolution is a formal written decision of the directors of a New Zealand company made under the Companies Act 1993. It is one of the most commonly used corporate governance documents for New Zealand private limited companies (Ltd).

Under section 162 of the Companies Act 1993, a written resolution signed by all directors who are entitled to receive notice of and vote at a directors' meeting is as effective as a resolution passed at a duly convened board meeting. This means that in many situations, the directors of a New Zealand company can make binding corporate decisions without holding a formal meeting, simply by circulating a written resolution for signature — making the process faster and more convenient for modern businesses.

A Directors' Resolution is used to formally authorise a wide range of corporate actions on behalf of the company, including entering into contracts and commercial agreements, opening or changing bank accounts and authorised signatories, issuing new shares to investors or employees, changing the company's registered office address, borrowing money or granting security, and many other decisions within the scope of the board's authority under the Companies Act 1993 and the company's constitution.

The document records the company's details (name, Companies Office number, NZBN), the date of the resolution, the names of all directors, the subject matter, the formal resolution text, and each director's confirmation of compliance with their statutory duties under sections 131 to 149 of the Companies Act 1993. Directors' resolutions in New Zealand are governed by the Companies Act 1993, which provides the framework for board decision-making and corporate governance. Section 189 of the Companies Act 1993 requires companies to keep records of all resolutions passed by the board, and these records must be retained for at least seven years. Under section 127 of the Companies Act 1993, a resolution in writing signed by all directors has the same effect as a resolution passed at a meeting of the board.

A Directors' Resolution is needed whenever the directors of a New Zealand company need to formally authorise a corporate action. It is particularly useful as a written (circular) resolution under section 162 of the Companies Act 1993 in the following situations:

**Entering into contracts**: When the company proposes to enter into a significant contract, the directors must formally authorise the transaction and designate a signatory. Banks, counterparties, and lawyers often require evidence of a directors' resolution authorising the contract.

**Bank account operations**: Banks in New Zealand routinely require a certified copy of a directors' resolution when a company opens a new account, changes its authorised signatories, or closes an account.

**Issuing new shares**: When a company raises capital by issuing new shares to investors, the directors must pass a resolution in accordance with section 44 of the Companies Act 1993 approving the terms and price of the issue.

**Borrowing and security**: When a company proposes to borrow money from a bank or other lender, or grant a mortgage or security over its assets under the Personal Property Securities Act 1999, a directors' resolution is required.

**Changing registered office**: When a company changes its registered office address, a directors' resolution is typically required before the Companies Office is notified.

**Administrative decisions**: For routine decisions such as opening a credit account, engaging professional advisers, or approving expenses above a certain threshold, a directors' resolution provides a formal record and protects directors who act in reliance on it.

A New Zealand Directors' Resolution should include the following key elements:

**Company Details**: Full registered company name (including 'Limited' or 'Ltd'), Companies Office registration number, and the 13-digit NZBN.

**Date of Resolution**: The date the resolution is passed. For a written (circular) resolution under section 162 of the Companies Act 1993, this is typically the date on which the last director signs.

**Resolution Method**: Whether the resolution is passed as a written (circular) resolution under section 162, or at a formally convened directors' meeting.

**Directors Signing**: The full names of all directors who are signing the resolution or voting in favour. For a written resolution to be valid under section 162, all directors entitled to vote must sign.

**Subject Matter**: A clear description of the matter on which the resolution is being passed — e.g., authorising a contract, issuing shares, or opening a bank account.

**Resolution Text**: The formal resolution, expressed clearly and precisely, typically beginning 'IT IS RESOLVED THAT...' and stating the specific decision or authorisation being given.

**Director Duty Compliance**: A confirmation from each director that they have complied with their statutory duties under sections 131 to 149 of the Companies Act 1993, including acting in good faith in the best interests of the company and disclosing any conflicts of interest.

**Record Retention**: The resolution must be retained in the company's records for at least 10 years under section 189 of the Companies Act 1993. The forms-legal.com Directors' Resolution (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements. Additional provisions for New Zealand directors' resolutions include: a quorum statement confirming the minimum number of directors required to be present or signing for the resolution to be valid under the company's constitution; a conflicts of interest statement confirming whether any director has disclosed a material interest in the matter under sections 140-149 of the Companies Act 1993 and, if so, whether that director is permitted to vote; a Companies Office filing note where the resolution relates to a matter that must be notified to the New Zealand Companies Office (such as a change of registered office, director appointment or resignation, or share allotment); and a confirmation that the resolution is consistent with the company's constitution and the Companies Act 1993.