The Certificate of Incorporation and Memorandum and Articles of Association is a mandatory document required when establishing a company in New Zealand. This foundational document is filed with the Companies Office and must comply with the Companies Act 1993. It serves multiple purposes: officially creating the company as a legal entity, defining its basic structure and operations, and establishing the rules governing relationships between shareholders, directors, and the company itself. The document includes crucial information such as company name, registered office, share structure, and governance rules. It's particularly important as it forms a binding contract between all parties involved in the company and serves as a reference point for future company decisions and dispute resolution. The Certificate of Incorporation confirms the company's legal existence, while the Memorandum and Articles detail how the company will operate and be governed.
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1. Certificate of Incorporation: Official document confirming the company's incorporation, including company name, incorporation date, and registration number
2. Company Details: Full registered name, registration number, registered office address, and address for service
3. Definitions and Interpretation: Key terms used throughout the document and rules for interpretation
4. Company Name and Status: Confirmation of company name, type (private/public) and limited liability status
5. Objects and Powers: Statement of company's business objectives and powers to carry out its activities
6. Share Capital: Details of authorized share capital, classes of shares, and rights attached to shares
7. Issue of Shares: Procedures and rules governing the issuance of new shares
8. Transfer of Shares: Rules and procedures for transferring shares between parties
9. Meetings of Shareholders: Procedures for calling and conducting shareholder meetings
10. Directors: Appointment, removal, powers, and duties of directors
11. Board Meetings: Procedures for calling and conducting board meetings
12. Company Administration: General administrative matters including company seal, records, and notices
13. Accounts and Audit: Requirements for maintaining financial records and conducting audits
1. Pre-emptive Rights: Optional provisions giving existing shareholders first right to purchase shares being sold - typically included for private companies
2. Tag-Along and Drag-Along Rights: Optional provisions for share sale arrangements - typically included when there are multiple shareholders
3. Dividend Policy: Optional detailed provisions regarding dividend declarations and payments - included when specific dividend rules are desired
4. Alternative Dispute Resolution: Optional procedures for resolving disputes between shareholders - recommended for companies with multiple shareholders
5. Management Structure: Optional detailed provisions about management roles and responsibilities - useful for larger companies
6. Shareholders' Reserved Matters: Optional list of decisions requiring special shareholder approval - typically included for companies with significant shareholders
1. Initial Shareholders: Schedule listing the founding shareholders and their initial shareholdings
2. Share Capital Structure: Detailed breakdown of share classes and rights attached to different classes of shares
3. First Directors: Schedule listing the first directors of the company
4. Proceedings at General Meetings: Detailed procedures for conducting general meetings
5. Board Meeting Procedures: Detailed procedures for conducting board meetings
6. Company Seal: Image and usage rules for the company seal if adopted
Find the exact document you need
Certificate Of Incorporation And Memorandum And Articles Of Association
A New Zealand legal document that establishes a company's existence and sets out its constitutional framework under the Companies Act 1993.
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Company Articles Of Association
A constitutional document under New Zealand law that establishes a company's internal management rules, governance structure, and operational procedures.
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