Articles Of Association And Memorandum Of Association Template for New Zealand

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Key Requirements PROMPT example:

Articles Of Association And Memorandum Of Association

"I need Articles of Association and Memorandum of Association for a New Zealand technology startup that will have three classes of shares and includes provisions for future funding rounds planned for March 2025, with specific protections for minority shareholders and tag-along rights."

Document background
The Articles of Association and Memorandum of Association are fundamental constitutional documents required for company incorporation in New Zealand. These documents must be prepared and filed with the New Zealand Companies Office when establishing a new company or modifying an existing company's constitution. They outline the company's internal management rules, shareholder rights, director responsibilities, and the company's relationship with external stakeholders. The documents must comply with the Companies Act 1993 and typically include provisions for share capital structure, transfer of shares, appointment and removal of directors, meeting procedures, and voting rights. This constitutional framework is essential for establishing clear governance procedures and protecting stakeholder interests. The documents serve as a reference point for resolving disputes and guiding corporate decision-making throughout the company's lifetime.
Suggested Sections

1. Company Name and Registration: States the company name and registration details as per Companies Act 1993

2. Registered Office: Specifies the registered office and address for service

3. Company Objects and Powers: Details the purpose and powers of the company

4. Liability of Shareholders: States the limited liability nature of the company

5. Share Capital: Details the initial share capital structure

6. Issue of Shares: Procedures and rules for issuing new shares

7. Share Transfers: Rules and procedures for transferring shares

8. Meetings of Shareholders: Procedures for calling and conducting shareholder meetings

9. Directors: Appointment, removal, and powers of directors

10. Directors' Meetings: Procedures for board meetings and decision-making

11. Company Administration: General administrative matters including record-keeping

12. Accounts and Audit: Requirements for financial reporting and auditing

13. Distributions and Reserves: Rules for dividends and maintaining reserves

14. Liquidation: Procedures for winding up the company

Optional Sections

1. Different Classes of Shares: Required when company has multiple share classes with different rights

2. Pre-emptive Rights: Optional provisions for existing shareholders' rights to purchase new shares

3. Tag-Along and Drag-Along Rights: Optional provisions for share sale arrangements in private companies

4. Managing Director: Required when company wants to specify special provisions for managing director position

5. Executive Directors: Optional section for companies with executive director positions

6. Alternate Directors: Optional provisions allowing directors to appoint alternates

7. Committees: Optional section for establishing board committees

8. Company Secretary: Optional section for companies choosing to have a company secretary

9. Electronic Communications: Optional provisions for electronic notices and meetings

Suggested Schedules

1. Schedule 1: Proceedings at Meetings of Shareholders: Detailed procedures for shareholder meetings

2. Schedule 2: Proceedings at Meetings of Directors: Detailed procedures for board meetings

3. Schedule 3: Share Transfer Form: Standard form for share transfers

4. Schedule 4: Proxy Form: Standard form for proxy appointments

5. Schedule 5: Initial Shareholders: List of initial shareholders and their shareholdings

6. Schedule 6: Initial Directors: List of initial directors and their details

7. Appendix A: Share Certificate Template: Template for share certificates

8. Appendix B: Company Seal Rules: Rules for use of company seal (if adopted)

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

Relevant legal definitions
0
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Construction

Agriculture

Mining

Education

Transportation

Hospitality

Energy

Telecommunications

Relevant Teams

Legal

Corporate Governance

Compliance

Board of Directors

Corporate Services

Risk Management

Company Secretariat

Shareholder Relations

Executive Management

Administrative Services

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Board Director

Managing Director

Corporate Governance Manager

Risk Manager

Company Director

Shareholder Relations Manager

Legal Administrator

Corporate Services Manager

Board Secretary

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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A New Zealand corporate governance document that establishes a company's internal management rules and structure under the Companies Act 1993.

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Articles Of Association And Memorandum Of Association

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

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