All Countries
Corporate Governance
Article Of Association Form

Article Of Association Form Template for New Zealand

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Article Of Association Form

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Article Of Association Form

"I need an Article of Association Form for my technology startup that will be incorporated in March 2025, with provisions for multiple share classes including preferred shares for investors and an employee share option pool, plus specific voting rights for founding members."

Celebrated by
Collaborations with
Investors
Document background
The Article of Association Form is a crucial document required for company incorporation and ongoing governance in New Zealand. It is mandated by the Companies Act 1993 and serves as the cornerstone of a company's internal constitution. This document is necessary when incorporating a new company or updating an existing company's governance structure. It contains essential provisions regarding share capital, shareholder rights, director powers, meeting procedures, and other fundamental aspects of company operations. The Articles must be filed with the New Zealand Companies Office and can be referenced by stakeholders including shareholders, directors, and potential investors to understand the company's governance framework. While standard templates exist, Articles of Association are often customized to meet specific company requirements while ensuring compliance with New Zealand corporate law.
Suggested Sections

1. Company Name and Type: Specifies the company name, registration number, and type of company (e.g., limited by shares)

2. Interpretation: Defines key terms used throughout the Articles and establishes rules of interpretation

3. Share Capital and Liability: Details the company's share capital structure and shareholders' liability

4. Issue and Transfer of Shares: Rules governing how shares are issued, transferred, and transmitted

5. Shareholders' Rights and Obligations: Specifies rights, obligations, and restrictions relating to shareholding

6. Shareholders' Meetings: Procedures for calling and conducting shareholders' meetings, voting rights, and resolutions

7. Directors: Appointment, removal, powers, and duties of directors

8. Board Meetings: Procedures for board meetings, voting, and decision-making

9. Company Administration: General administrative matters including records, accounts, and audit requirements

10. Dividends and Reserves: Rules for declaring dividends and maintaining company reserves

11. Notices: Methods and requirements for giving notices to shareholders and directors

12. Indemnity and Insurance: Provisions for indemnifying directors and officers and maintaining insurance

13. Winding Up: Procedures and rules for company dissolution and asset distribution

Optional Sections

1. Pre-emptive Rights: Detailed provisions for existing shareholders' rights to purchase new shares before they're offered to others

2. Tag-Along and Drag-Along Rights: Special provisions for share sales when major shareholders sell their stakes

3. Share Classes: Specific rights and restrictions for different classes of shares, if the company has multiple share classes

4. Management Structure: Specific management arrangements beyond standard board structure, such as advisory boards or committees

5. Alternate Directors: Provisions for appointment and powers of alternate directors

6. Electronic Communications: Specific provisions for electronic meetings and communications

7. Restricted Activities: List of activities requiring special approval or prohibited activities

8. Conflict Resolution: Specific procedures for resolving disputes between shareholders or directors

Suggested Schedules

1. Share Capital Schedule: Details of initial share capital, shareholders, and share classes

2. Proxy Form: Standard form for appointing proxies for shareholders' meetings

3. Meeting Procedures: Detailed procedures for conducting various types of meetings

4. Reserved Matters: List of decisions requiring special majorities or specific approval processes

5. Share Transfer Form: Standard form for transferring shares

6. Director's Written Resolution: Template for written resolutions of directors

7. Shareholder's Written Resolution: Template for written resolutions of shareholders

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Act
Annual General Meeting
Appointor
Articles
Board
Business Day
Chairperson
Company
Company Secretary
Director
Dividend
Electronic Communication
Extraordinary General Meeting
Financial Year
General Meeting
Independent Director
Interest Register
Major Transaction
Managing Director
Member
Month
NZX
Office
Ordinary Resolution
Person
Proxy
Register of Members
Registered Office
Related Company
Reserved Matter
Seal
Secretary
Securities
Share
Shareholder
Special Resolution
Subsidiary
Transfer
Transmittee
Virtual Meeting
Working Day
Writing
Year
Clauses
Share Capital and Rights
Share Transfer and Transmission
Share Certificates
Lien on Shares
Calls on Shares
Forfeiture and Surrender
Alteration of Capital
General Meetings
Notice of General Meetings
Proceedings at General Meetings
Voting Rights
Proxies and Representatives
Board of Directors
Powers and Duties of Directors
Director Appointments and Removals
Director Remuneration
Director Interests
Board Proceedings
Secretary
Dividends and Reserves
Capitalization of Profits
Company Records
Notices
Company Dissolution
Indemnity and Insurance
Dispute Resolution
Amendment of Articles
Electronic Communication
Borrowing Powers
Common Seal
Relevant Industries

Legal Services

Professional Services

Financial Services

Technology

Manufacturing

Retail

Healthcare

Education

Real Estate

Construction

Mining

Agriculture

Hospitality

Transportation

Energy

Telecommunications

Non-Profit Organizations

Entertainment

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Management

Compliance

Corporate Affairs

Company Secretariat

Risk Management

Shareholder Relations

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Director

Managing Director

Corporate Governance Manager

Risk Manager

Company Director

Board Chairman

Chief Legal Officer

Chief Financial Officer

Corporate Affairs Manager

Shareholder Relations Manager

Industries
Companies Act 1993: The primary legislation governing company formation, operation, and governance in New Zealand. It covers fundamental requirements for Articles of Association, shareholder rights, director duties, and company administration.
Financial Markets Conduct Act 2013: Regulates financial markets and securities offerings. Relevant for provisions relating to share issuance, transfer of securities, and shareholder rights.
Financial Reporting Act 2013: Sets requirements for financial reporting and accounting standards that need to be reflected in company governance documents.
Commerce Act 1986: Governs business competition and trading practices. Relevant for provisions relating to company operations and business conduct.
Fair Trading Act 1986: Protects against misleading and deceptive conduct in business. Relevant for provisions about company representations and business practices.
Employment Relations Act 2000: Governs employment relationships. Relevant for provisions relating to company officers, directors, and potential employment matters.
Contract and Commercial Law Act 2017: Provides the general framework for commercial contracts and transactions. Relevant for various procedural and operational aspects of the company.
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

Find the exact document you need

Memorandum Of Association Of Public Limited Company

A foundational constitutional document required under New Zealand law that establishes the framework and basic structure of a public limited company.

find out more

Memorandum Of Incorporation

A foundational document under New Zealand law that establishes a company's structure, governance framework, and operational rules.

find out more

Memorandum Of Association Of A Company Limited By Shares

A foundational document required under New Zealand law that establishes a company's basic structure, objectives, and governance framework.

find out more

Article Of Association Form

A core constitutional document under New Zealand law that establishes a company's internal management rules and governance framework.

find out more

Memorandum & Articles Of Association

A New Zealand company's constitutional document that establishes its governance structure and operational rules under the Companies Act 1993.

find out more

Constitution Memorandum And Articles Of Association

A foundational legal document establishing a company's governance structure and operational rules under New Zealand law.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.