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Articles of Association spell out the internal rules and procedures for running a company in New Zealand. They define how directors are appointed, meetings are conducted, shares are transferred, and key decisions are made. Think of them as your company's instruction manual - they set the ground rules everyone must follow.

Under the Companies Act 1993, every NZ company must have Articles, though many choose to use the standard version provided in the Act. You can customize your Articles to suit your business needs, but they must comply with company law and can't override certain legal requirements. These rules bind both the company and its shareholders, creating a clear framework for day-to-day operations.

Companies need Articles of Association when first registering with the New Zealand Companies Office. This foundational document becomes essential during major company changes - like issuing new shares, appointing directors, or changing voting rights. It's particularly important when bringing in new shareholders or setting up different share classes.

Review and update your Articles before any significant business restructuring, merger discussions, or when expanding operations. Having clear, well-drafted Articles prevents disputes between shareholders and directors by setting out everyone's rights and responsibilities upfront. They're also crucial when seeking investment, as potential investors will scrutinize these rules carefully.

• Company Articles Of Association: Standard version commonly used by private companies, covering basic governance rules, share transfers, and director appointments - ideal for straightforward business structures.
• Certificate Of Incorporation And Memorandum And Articles Of Association: Comprehensive package combining incorporation documents with Articles, typically used by larger companies or those needing more detailed governance structures, including specific voting rights and share class provisions.

• Company Directors: Responsible for creating and updating the Articles of Association, ensuring compliance, and making decisions within their framework.
• Shareholders: Bound by and protected through the Articles, with defined rights for voting, dividends, and share transfers.
• Company Secretary: Maintains and updates the Articles, ensures proper filing with the Companies Office, and advises on governance requirements.
• Legal Advisors: Draft and review Articles to ensure compliance with NZ law and help customize provisions for specific business needs.
• Companies Office: Receives and registers Articles as part of company incorporation and subsequent modifications.

• Company Details: Gather full legal name, registration number, registered office address, and business structure details.
• Share Structure: Define share classes, rights, and transfer restrictions you want to implement.
• Governance Rules: Decide on director appointment processes, voting thresholds, and meeting procedures.
• Key Decisions: List matters requiring special resolutions or specific shareholder approval.
• Template Selection: Use our platform's NZ-compliant Articles template to ensure all mandatory elements are included correctly.
• Internal Review: Have key stakeholders review the draft to confirm it matches business needs and operational requirements.

• Company Name and Details: Full legal name, registration number, and registered office location.
• Share Structure: Classes of shares, rights attached, and transfer procedures.
• Director Powers: Appointment process, removal procedures, and decision-making authority.
• Meeting Rules: Procedures for shareholder and board meetings, voting rights, and quorum requirements.
• Resolution Requirements: Thresholds for ordinary and special resolutions.
• Dividend Rights: Rules for declaring and distributing dividends.
• Winding Up: Procedures for company dissolution and asset distribution.
• Amendment Process: Methods for changing the Articles through special resolution.

Articles of Association differ significantly from the Memorandum of Association, though they work together in New Zealand company law. While Articles focus on internal governance rules, the Memorandum traditionally dealt with a company's external affairs and basic identity.

• Scope and Purpose: Articles handle internal operations, meetings, and share transfers; Memorandum states fundamental company details like name, location, and objectives.
• Legal Status: Under the Companies Act 1993, Articles remain crucial for governance, while the Memorandum's role has diminished - most of its functions now appear in the company constitution or incorporation documents.
• Modification Process: Articles can be changed through special resolution; traditional Memorandum clauses typically require more complex amendment procedures.
• Practical Application: Articles guide daily operations and decision-making; Memorandum provisions now mainly serve as historical reference or formal registration requirements.