Minutes Of Extraordinary General Meeting Template for New Zealand

When your company needs to make urgent decisions that cannot wait until the next annual general meeting, you must convene an extraordinary general meeting and document the proceedings with formal minutes. These minutes serve as the official legal record of your company's decisions and are mandatory under New Zealand's Companies Act 1993.

When do you need this document?

You need Minutes Of Extraordinary General Meeting when your company must address time-sensitive matters outside the normal AGM cycle. This includes situations where you need to approve major acquisitions or disposals, amend the company constitution, issue new shares, change the company name, or remove and appoint directors. Emergency situations such as urgent capital raising, restructuring decisions, or responses to takeover offers also require an EGM. Listed companies may need EGMs to address market-sensitive matters or comply with NZX listing requirements under the Financial Markets Conduct Act 2013.

Key legal considerations

Your EGM minutes must accurately record all essential meeting details to ensure legal validity and compliance. The document should capture the company's full legal name, meeting date, time and location, complete attendance records including directors, shareholders and company secretary, and confirmation of quorum requirements. You must document the chairperson's appointment, verify proper notice was given or waived, and record all agenda items discussed. Crucially, the minutes must detail each resolution proposed, the voting process, exact vote counts, and final outcomes. Any dissenting opinions or abstentions should be noted. The minutes must be signed by the chairperson and company secretary, then filed with the company's records within the timeframe specified in your constitution.

Legal requirements in New Zealand

Under the Companies Act 1993, you must ensure your EGM complies with specific statutory requirements. Notice periods depend on your company constitution but typically require at least five working days, though this can be waived with unanimous shareholder consent. Quorum requirements must align with your constitution or default to a majority of entitled voters. The Financial Reporting Act 2013 may apply if your EGM addresses financial reporting matters, while the Financial Markets Conduct Act 2013 governs listed company obligations. Your minutes must be maintained as permanent company records under the Companies (Records and Financial Reporting) Regulations 2014, with electronic storage permitted under the Contract and Commercial Law Act 2017 provided proper authentication measures are implemented. Directors have ongoing duties to ensure accurate record-keeping and may face personal liability for non-compliance.