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Company Articles Of Association

Company Articles Of Association Template for New Zealand

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Key Requirements PROMPT example:

Company Articles Of Association

"I need Company Articles of Association for a New Zealand tech startup that will be incorporating in March 2025, with provisions for employee share schemes and multiple share classes to accommodate future venture capital investment."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions






































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Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Construction

Agriculture

Mining

Education

Hospitality

Transport and Logistics

Energy

Telecommunications

Media and Entertainment

Non-Profit Organizations

E-commerce

Biotechnology

Environmental Services

Relevant Teams

Legal

Compliance

Corporate Governance

Board of Directors

Executive Leadership

Corporate Affairs

Risk Management

Shareholder Relations

Company Secretariat

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Director

Non-Executive Director

Chief Financial Officer

Corporate Governance Manager

Risk Manager

Managing Director

Board Chairman

Company Founder

Shareholder Relations Manager

General Counsel

Corporate Affairs Director

Chief Operating Officer

Investment Relations Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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Certificate Of Incorporation And Memorandum And Articles Of Association

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Company Articles Of Association

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