The Company Articles of Incorporation, also known as the Company Constitution in New Zealand, is a crucial document required when establishing a company or modifying its fundamental structure. While the Companies Act 1993 allows companies to operate without a constitution (defaulting to the Act's provisions), having customized Articles of Incorporation enables companies to tailor their governance structure to specific needs. This document is particularly important when companies want to modify default statutory provisions, establish different share classes, or implement specific restrictions on share transfers. It must comply with New Zealand law and be filed with the Companies Office, serving as a public document that outlines the company's internal governance framework.
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1. Interpretation: Defines key terms used throughout the constitution and establishes rules for interpreting the document
2. Company Name and Registration: States the company's name and registration details
3. Nature of Company: Specifies whether it's a private or public company and any relevant restrictions
4. Share Capital: Details the company's share structure and basic rights attached to shares
5. Issue of Shares: Procedures and rules for issuing new shares
6. Transfer of Shares: Rules and procedures for transferring shares between parties
7. Shareholders: Rights, obligations and powers of shareholders
8. Shareholders' Meetings: Procedures for calling and conducting shareholder meetings
9. Directors: Appointment, removal, powers, and duties of directors
10. Directors' Meetings: Procedures for calling and conducting board meetings
11. Company Records: Requirements for maintaining company records and registers
12. Company Finance: Financial management, dividends, and accounting requirements
13. Indemnity and Insurance: Provisions for director and officer indemnification
14. Liquidation: Procedures and rules for company liquidation
15. Alteration of Constitution: Process for amending the constitution
1. Pre-emptive Rights: Detailed provisions giving existing shareholders first right to purchase new shares or shares being sold
2. Different Classes of Shares: Specific provisions for companies with multiple share classes, detailing different rights and obligations
3. Tag-Along and Drag-Along Rights: Special provisions for share sales, typically used in closely-held companies
4. Restricted Activities: Specific limitations on company activities or requirements for shareholder approval
5. Management Structure: Specific management arrangements beyond standard director provisions
6. Dividend Policy: Detailed provisions regarding dividend calculations and distributions
7. Intellectual Property: Special provisions for protecting and managing company IP
8. Shareholder Veto Rights: Specific matters requiring special majority or unanimous shareholder approval
1. Share Capital Structure: Detailed breakdown of share classes and rights
2. Meeting Procedures: Detailed procedures for conducting shareholder and director meetings
3. Director Powers: Comprehensive list of specific powers granted to directors
4. Reserved Matters: List of decisions requiring special approval
5. Share Transfer Forms: Template forms for share transfers
6. Proxy Forms: Template forms for proxy appointments
7. Company Seal: Requirements and procedures for use of company seal if adopted
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