The Articles of Association and Memorandum of Association are fundamental constitutional documents required for company incorporation in New Zealand. These documents must be prepared and filed with the New Zealand Companies Office when establishing a new company or modifying an existing company's constitution. They outline the company's internal management rules, shareholder rights, director responsibilities, and the company's relationship with external stakeholders. The documents must comply with the Companies Act 1993 and typically include provisions for share capital structure, transfer of shares, appointment and removal of directors, meeting procedures, and voting rights. This constitutional framework is essential for establishing clear governance procedures and protecting stakeholder interests. The documents serve as a reference point for resolving disputes and guiding corporate decision-making throughout the company's lifetime.
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1. Company Name and Registration: States the company name and registration details as per Companies Act 1993
2. Registered Office: Specifies the registered office and address for service
3. Company Objects and Powers: Details the purpose and powers of the company
4. Liability of Shareholders: States the limited liability nature of the company
5. Share Capital: Details the initial share capital structure
6. Issue of Shares: Procedures and rules for issuing new shares
7. Share Transfers: Rules and procedures for transferring shares
8. Meetings of Shareholders: Procedures for calling and conducting shareholder meetings
9. Directors: Appointment, removal, and powers of directors
10. Directors' Meetings: Procedures for board meetings and decision-making
11. Company Administration: General administrative matters including record-keeping
12. Accounts and Audit: Requirements for financial reporting and auditing
13. Distributions and Reserves: Rules for dividends and maintaining reserves
14. Liquidation: Procedures for winding up the company
1. Different Classes of Shares: Required when company has multiple share classes with different rights
2. Pre-emptive Rights: Optional provisions for existing shareholders' rights to purchase new shares
3. Tag-Along and Drag-Along Rights: Optional provisions for share sale arrangements in private companies
4. Managing Director: Required when company wants to specify special provisions for managing director position
5. Executive Directors: Optional section for companies with executive director positions
6. Alternate Directors: Optional provisions allowing directors to appoint alternates
7. Committees: Optional section for establishing board committees
8. Company Secretary: Optional section for companies choosing to have a company secretary
9. Electronic Communications: Optional provisions for electronic notices and meetings
1. Schedule 1: Proceedings at Meetings of Shareholders: Detailed procedures for shareholder meetings
2. Schedule 2: Proceedings at Meetings of Directors: Detailed procedures for board meetings
3. Schedule 3: Share Transfer Form: Standard form for share transfers
4. Schedule 4: Proxy Form: Standard form for proxy appointments
5. Schedule 5: Initial Shareholders: List of initial shareholders and their shareholdings
6. Schedule 6: Initial Directors: List of initial directors and their details
7. Appendix A: Share Certificate Template: Template for share certificates
8. Appendix B: Company Seal Rules: Rules for use of company seal (if adopted)
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