Memorandum & Articles Of Association Template for New Zealand

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Key Requirements PROMPT example:

Memorandum & Articles Of Association

"I need a Memorandum & Articles of Association for a new technology startup being incorporated in New Zealand in January 2025, with provisions for multiple share classes to accommodate future venture capital investment and employee share schemes."

Document background
The Memorandum & Articles of Association is a foundational document required for company incorporation in New Zealand under the Companies Act 1993. This document is essential when establishing a new company or updating an existing company's constitution. It contains crucial information about the company's internal management, share structure, shareholder rights, and director responsibilities. While historically separated into two documents (Memorandum and Articles), modern New Zealand practice typically combines these into a single constitution. The document must comply with New Zealand corporate law requirements and can be customized to suit specific business needs while maintaining mandatory provisions. It serves as a reference point for resolving corporate governance issues and guides decision-making throughout the company's lifecycle.
Suggested Sections

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

2. Interpretation: Defines key terms used throughout the document and interpretation rules

3. Company Powers: Outlines the legal capacity and powers of the company

4. Shares and Shareholding: Details the basic share structure and shareholders' rights

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

6. Transfer of Shares: Process and restrictions for transferring shares

7. Meetings of Shareholders: Rules for conducting shareholder meetings, including notice requirements and voting procedures

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

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

10. Company Administration: General administrative matters including records, notices, and company seal

11. Accounts and Audit: Requirements for financial reporting and audit procedures

12. Liquidation and Removal: Procedures for company wind-up and removal from register

Optional Sections

1. Different Classes of Shares: Detailed provisions for multiple share classes with different rights and restrictions - used when the company plans to have various types of shareholders

2. Pre-emptive Rights: Detailed provisions for existing shareholders' rights to purchase new shares - important for closely held companies

3. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders or enabling majority shareholders to force sale - useful for companies planning future sales or listings

4. Dividend Policy: Specific rules about dividend declarations and payments - useful for companies with complex ownership structures

5. Management Structure: Detailed provisions about management hierarchy and responsibilities - useful for larger companies with complex management structures

6. Alternate Directors: Provisions for appointment and powers of alternate directors - useful for companies with overseas directors

7. Executive Directors: Special provisions relating to executive directors - useful when directors also hold management positions

8. Indemnity and Insurance: Detailed provisions for director and officer indemnification - important for higher-risk businesses

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of share classes, rights, and restrictions

2. Initial Subscribers: Details of the founding shareholders and their initial shareholdings

3. Proxy Form: Standard form for appointing proxies for shareholder meetings

4. Reserved Matters: List of decisions requiring special 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

8. Conflict of Interest Disclosure: Standard form for directors to disclose conflicts of interest

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

Professional Services

Financial Services

Technology

Manufacturing

Retail

Healthcare

Education

Real Estate

Construction

Mining

Agriculture

Transportation

Energy

Telecommunications

Media

Hospitality

Non-Profit

Relevant Teams

Legal

Compliance

Corporate Governance

Board of Directors

Executive Leadership

Finance

Risk Management

Corporate Affairs

Company Secretariat

Shareholder Relations

Relevant Roles

Chief Executive Officer

Company Director

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Chairman

Corporate Governance Manager

Risk Manager

Managing Director

Executive Director

Non-Executive Director

Shareholder Relations Manager

Chief Operating Officer

Chief Legal Officer

Board Member

Corporate 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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