Company Articles of Association are essential constitutional documents required for every company incorporated in New Zealand under the Companies Act 1993. They serve as the foundational rules that govern how a company operates and makes decisions, establishing the framework for relationships between shareholders, directors, and the company itself. This document is typically prepared during company formation but can be amended as the company evolves, subject to shareholder approval. The Articles must comply with New Zealand corporate law requirements and commonly include provisions for share capital structure, director appointments, shareholder meetings, and decision-making processes. They are filed with the New Zealand Companies Office and become publicly available information, forming part of the company's public record.
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1. Interpretation: Definitions of terms used throughout the Articles and rules of interpretation
2. Company Name and Purpose: Statement of the company name and primary business objectives
3. Share Capital: Details of share structure, classes of shares, and rights attached to shares
4. Issue of Shares: Procedures and rules for issuing new shares and pre-emptive rights
5. Share Transfers: Rules and procedures governing the transfer of shares between parties
6. Shareholders Meetings: Procedures for calling and conducting shareholder meetings, voting rights, and quorum requirements
7. Directors: Appointment, removal, powers, and duties of directors
8. Board Meetings: Procedures for board meetings, voting, and decision-making processes
9. Powers and Duties of the Board: Scope of board authority and responsibilities
10. Company Administration: General administrative matters including company records and communications
11. Dividends and Reserves: Rules governing dividend declarations and maintenance of reserves
12. Winding Up: Procedures and rules for company liquidation
1. Different Classes of Shares: Detailed provisions for multiple share classes with different rights - include when company has or plans to have multiple share classes
2. Employee Share Schemes: Rules for employee share ownership plans - include when company plans to offer shares to employees
3. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders in sale situations - include for companies with significant minority shareholders
4. Restricted Securities: Provisions for shares with trading restrictions - include when company has restricted securities
5. Alternative Dispute Resolution: Procedures for resolving internal disputes - recommended for closely held companies
6. Management Structure: Detailed management hierarchy and roles - include for larger companies with complex management structures
7. Shareholder Veto Rights: Specific matters requiring shareholder approval - include for companies with active shareholder involvement
1. Share Capital Structure: Detailed breakdown of share classes and rights attached to each class
2. Form of Share Certificate: Template for share certificates issued by the company
3. Proxy Form: Standard form for appointing proxies for shareholder meetings
4. Board Reserved Matters: List of decisions requiring board approval
5. Shareholder Reserved Matters: List of decisions requiring shareholder approval
6. Share Transfer Notice: Standard form for notifying the company of share transfers
7. Director's Letter of Appointment: Template letter for appointing new directors
8. Conflict of Interest Disclosure Form: Standard form for directors to disclose conflicts of interest
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