The Company's Articles of Association is a mandatory document required for company incorporation in New Zealand under the Companies Act 1993. It serves as the company's constitution, establishing the fundamental rules and procedures for the company's internal management and operations. This document outlines crucial aspects such as share rights, transfer procedures, director appointments, meeting protocols, and decision-making processes. It must be filed with the New Zealand Companies Office and can be modified through special resolutions of shareholders. The Articles are binding on the company, its directors, and shareholders, creating a contractual relationship between these parties. This document is essential for establishing good corporate governance and providing clarity on company procedures and stakeholder rights.
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1. Interpretation: Definitions of terms used throughout the Articles and rules for interpreting the document
2. Company Name and Type: Statement of the company name and its status as a company limited by shares
3. Share Capital: Details of share structure, classes of shares, and rights attached to shares
4. Issue of Shares: Process and rules for issuing new shares, including pre-emptive rights
5. Transfer of Shares: Procedures and restrictions for transferring shares between parties
6. Shareholders Meetings: Rules for calling and conducting shareholder meetings, including voting procedures
7. Directors: Appointment, removal, powers, and duties of directors
8. Directors Meetings: Procedures for board meetings, including notice, quorum, and voting
9. Powers and Duties of the Board: Scope of directors' authority and responsibilities
10. Company Administration: General administrative matters including company records and communications
11. Indemnity and Insurance: Protection and insurance provisions for directors and officers
12. Liquidation: Procedures and rules for company liquidation
1. Different Classes of Shares: Detailed provisions for multiple share classes with different rights - used when the company plans to have complex share structures
2. Drag Along and Tag Along Rights: Provisions protecting minority shareholders in case of company sale - important for companies with multiple shareholders
3. Restricted Activities: Specific limitations on company activities - used when certain business activities need to be prohibited
4. Alternate Directors: Provisions for appointment of alternate directors - useful for larger boards or international companies
5. Executive Officers: Provisions for appointment and powers of executive officers - needed for larger companies with formal management structure
6. Dividends and Reserves: Detailed provisions about dividend policies and reserve funds - important for companies with complex financial structures
7. Electronic Communications: Specific provisions for electronic notices and meetings - particularly relevant for modern companies embracing digital communication
1. Share Certificate Form: Template for share certificates issued by the company
2. Proxy Form: Standard form for appointing proxies for shareholder meetings
3. Meeting Procedures: Detailed procedures for conducting shareholder and board meetings
4. Share Transfer Form: Standard form for transferring shares between parties
5. Directors' Written Resolution: Template for written resolutions of directors
6. Shareholders' Written Resolution: Template for written resolutions of shareholders
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