Memorandum Of Association Of A Company Limited By Shares Template for New Zealand

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Key Requirements PROMPT example:

Memorandum Of Association Of A Company Limited By Shares

"I need a Memorandum of Association of a Company Limited by Shares for a technology startup in New Zealand, to be incorporated in March 2025, with provisions for three share classes (including preferred shares for investors) and pre-emptive rights for founding shareholders."

Document background
The Memorandum of Association of a Company Limited by Shares is a crucial incorporation document required by New Zealand law when establishing a new company. It must be prepared in accordance with the Companies Act 1993 and submitted to the Registrar of Companies as part of the incorporation process. This document contains essential information about the company including its name, registered office, share capital structure, and the extent of member liability. It serves as a public document that allows stakeholders to understand the company's basic structure and objectives. The memorandum is particularly important as it defines the company's relationship with the outside world and sets the boundaries within which the company can operate. It forms part of the company's constitution and remains a reference point throughout the company's existence for shareholders, directors, and other stakeholders.
Suggested Sections

1. Company Name and Registration: States the company's name and confirms it is registered under the Companies Act 1993

2. Company Type: Specifies that the company is limited by shares

3. Registered Office: States the registered office address of the company

4. Share Capital: Details of the company's share capital structure, including types of shares and nominal value if any

5. Objects of the Company: Statement of the primary business objectives and activities of the company

6. Liability of Members: Clause stating that liability of members is limited to the amount unpaid on shares

7. Director Provisions: Basic provisions regarding appointment, removal, and powers of directors

8. Meeting Procedures: Basic rules for conducting shareholder meetings and voting procedures

9. Share Transfer Provisions: Basic rules governing the transfer of shares

Optional Sections

1. Pre-emptive Rights: Optional provisions giving existing shareholders first right to purchase new shares - include when shareholders want to maintain their proportional ownership

2. Class Rights: Include when the company has multiple classes of shares with different rights attached

3. Additional Director Powers: Special powers granted to directors beyond standard statutory powers - include when specific authority is needed

4. Alternate Directors: Provisions for appointment of alternate directors - include when flexibility in director attendance is needed

5. Dividend Rights: Specific provisions about dividend distribution - include when special dividend arrangements are required

6. Tag-Along/Drag-Along Rights: Include when shareholders want specific exit rights or protections

Suggested Schedules

1. Schedule 1 - Initial Subscribers: Details of initial shareholders including names, addresses, and number of shares

2. Schedule 2 - Share Capital Structure: Detailed breakdown of share classes and rights attached to each class

3. Schedule 3 - First Directors: Names and details of first directors of the company

4. Schedule 4 - Adoption Form: Form for formal adoption of the memorandum by subscribers

5. Appendix A - Share Certificate Template: Template for share certificates to be issued by the company

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

Clauses
Relevant Industries

Financial Services

Professional Services

Technology

Manufacturing

Retail

Healthcare

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Construction

Energy

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Agriculture

Mining

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Media and Entertainment

Relevant Teams

Legal

Compliance

Corporate Governance

Finance

Risk Management

Corporate Affairs

Company Secretariat

Board of Directors

Executive Leadership

Business Development

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Director

Company Director

Corporate Governance Manager

Legal Administrator

Risk Manager

Business Development Manager

Investment Manager

Corporate Affairs Manager

Industries
Teams

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