Memorandum Of Incorporation Template for New Zealand

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Key Requirements PROMPT example:

Memorandum Of Incorporation

"I need a Memorandum of Incorporation for a New Zealand technology startup that will have three classes of shares (including preferred shares for investors), with specific provisions for future funding rounds and protective rights for founding shareholders, planned for implementation by March 2025."

Document background
The Memorandum of Incorporation is a mandatory document required for company registration in New Zealand under the Companies Act 1993. It serves as the constitution of the company, establishing the fundamental rules and framework for the company's operation, governance, and relationships between shareholders and directors. This document is essential during the company formation process and continues to be relevant throughout the company's existence, governing aspects such as share issuance, transfer procedures, shareholder rights, director appointments, and meeting procedures. It must comply with New Zealand legal requirements and can be customized to suit specific business needs while maintaining compliance with statutory obligations.
Suggested Sections

1. Company Details: States the company name, registration number, and type of company (e.g., limited by shares)

2. Interpretation: Defines key terms used throughout the memorandum and establishes rules for interpretation

3. Company Powers and Capacity: Outlines the legal capacity and powers of the company as permitted by the Companies Act 1993

4. Shares: Details the company's share structure, classes of shares, and rights attached to shares

5. Issue of Shares: Establishes procedures and requirements for issuing new shares

6. Share Transfers: Sets out the rules and procedures for transferring shares between parties

7. Shareholders' Rights and Obligations: Defines the rights, powers, and duties of shareholders

8. Shareholders' Meetings: Specifies procedures for calling and conducting shareholder meetings

9. Directors: Establishes the requirements for appointment, removal, and powers of directors

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

11. Company Administration: Covers administrative matters including registered office, records, and company secretary

Optional Sections

1. Pre-emptive Rights: Details shareholders' rights of first refusal on share transfers, used when the company wants to maintain control over share ownership

2. Tag-Along and Drag-Along Rights: Provisions protecting minority shareholders or enabling majority shareholders to force sale participation, used in companies with multiple shareholders

3. Dividend Policy: Specific rules for dividend declarations and payments, used when the company wants to establish clear dividend procedures

4. Share Buy-back Provisions: Procedures for the company to repurchase its own shares, used when share buy-backs are anticipated

5. Alternative Dispute Resolution: Procedures for resolving disputes without litigation, recommended for closely-held companies

6. Management Structure: Detailed management hierarchy and responsibilities, useful for larger companies with complex management structures

7. Committees: Provisions for establishing and operating board committees, relevant for larger companies

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of share classes, numbers, and nominal values

2. Initial Shareholders: List of founding shareholders and their initial shareholdings

3. First Directors: Details of the first appointed directors and their particulars

4. Reserved Matters: List of decisions requiring special majority or unanimous approval

5. Share Transfer Forms: Template forms for share transfers

6. Company Seal: Image and usage rules for the company seal (if adopted)

7. Proxy Forms: Template forms for proxy appointments

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
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Professional Services

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Financial Services

Manufacturing

Technology

Retail

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Construction

Agriculture

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Hospitality

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Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Corporate Services

Compliance

Risk Management

Company Secretariat

Administrative

Finance

Relevant Roles

Chief Executive Officer

Company Director

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Member

Corporate Governance Manager

Legal Administrator

Managing Director

Shareholder

Corporate Services Manager

Risk Manager

General Counsel

Industries
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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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