The Memorandum of Association of Public Limited Company is a crucial incorporation document required under New Zealand law when establishing a public company. It must be filed with the Companies Office and serves as the company's constitutional foundation, outlining its structure, objectives, and operational framework. This document is mandatory under the Companies Act 1993 and must be prepared before a public company can be incorporated. It contains essential information about the company's share capital, shareholder rights, management structure, and business objectives. The memorandum becomes a matter of public record and is particularly important for companies planning to raise capital from the public or potentially list on the stock exchange. It provides potential investors and stakeholders with fundamental information about the company's structure and purposes.
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1. Company Name and Type: Specifies the company name and confirms its status as a public limited company
2. Registered Office: States the registered office address of the company
3. Business Objects: Defines the primary business objectives and activities of the company
4. Share Capital: Details the authorized share capital, types of shares, and rights attached to different share classes
5. Liability of Members: States that liability of members is limited to their share capital contribution
6. Director Provisions: Outlines basic provisions regarding appointment, removal, and powers of directors
7. Member Rights: Details fundamental rights of shareholders including voting rights and dividend entitlements
8. General Meetings: Basic provisions for conducting shareholder meetings
9. Share Transfer Provisions: Basic rules governing the transfer of shares
10. Company Seal: Provisions regarding the company seal and its use
1. Pre-emptive Rights: Additional provisions for existing shareholders' rights to purchase new shares - include if shareholders want enhanced protection
2. Tag-Along Rights: Provisions protecting minority shareholders in case of majority share sale - recommended for companies with significant minority shareholders
3. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in sale - useful for future exit strategies
4. Dividend Policy: Specific provisions regarding dividend declaration and distribution - include if company wants predetermined dividend framework
5. Industry-Specific Compliance: Additional provisions for regulated industries - include based on specific industry requirements
6. Environmental and Social Responsibility: Specific provisions regarding environmental and social commitments - include if relevant to company mission
1. Schedule 1: Initial Subscribers: Details of founding shareholders including names, addresses, and initial shareholding
2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, rights, and nominal values
3. Schedule 3: First Directors: Details of initial directors including names, addresses, and qualifications
4. Schedule 4: Special Resolution Matters: List of matters requiring special resolution approval
5. Appendix A: Form of Share Certificate: Template for share certificates
6. Appendix B: Proxy Form: Standard form for proxy appointments for general meetings
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