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Certificate Of Incorporation And Memorandum And Articles Of Association

Certificate Of Incorporation And Memorandum And Articles Of Association Template for New Zealand

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Key Requirements PROMPT example:

Certificate Of Incorporation And Memorandum And Articles Of Association

"I need a Certificate of Incorporation and Memorandum and Articles of Association for a standard private company limited by shares, with two directors and equal shareholding between three founding shareholders, to be incorporated in Auckland by March 2025."

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Document background
The Certificate of Incorporation and Memorandum and Articles of Association is a mandatory document required when establishing a company in New Zealand. This foundational document is filed with the Companies Office and must comply with the Companies Act 1993. It serves multiple purposes: officially creating the company as a legal entity, defining its basic structure and operations, and establishing the rules governing relationships between shareholders, directors, and the company itself. The document includes crucial information such as company name, registered office, share structure, and governance rules. It's particularly important as it forms a binding contract between all parties involved in the company and serves as a reference point for future company decisions and dispute resolution. The Certificate of Incorporation confirms the company's legal existence, while the Memorandum and Articles detail how the company will operate and be governed.
Suggested Sections

1. Certificate of Incorporation: Official document confirming the company's incorporation, including company name, incorporation date, and registration number

2. Company Details: Full registered name, registration number, registered office address, and address for service

3. Definitions and Interpretation: Key terms used throughout the document and rules for interpretation

4. Company Name and Status: Confirmation of company name, type (private/public) and limited liability status

5. Objects and Powers: Statement of company's business objectives and powers to carry out its activities

6. Share Capital: Details of authorized share capital, classes of shares, and rights attached to shares

7. Issue of Shares: Procedures and rules governing the issuance of new shares

8. Transfer of Shares: Rules and procedures for transferring shares between parties

9. Meetings of Shareholders: Procedures for calling and conducting shareholder meetings

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

11. Board Meetings: Procedures for calling and conducting board meetings

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

13. Accounts and Audit: Requirements for maintaining financial records and conducting audits

Optional Sections

1. Pre-emptive Rights: Optional provisions giving existing shareholders first right to purchase shares being sold - typically included for private companies

2. Tag-Along and Drag-Along Rights: Optional provisions for share sale arrangements - typically included when there are multiple shareholders

3. Dividend Policy: Optional detailed provisions regarding dividend declarations and payments - included when specific dividend rules are desired

4. Alternative Dispute Resolution: Optional procedures for resolving disputes between shareholders - recommended for companies with multiple shareholders

5. Management Structure: Optional detailed provisions about management roles and responsibilities - useful for larger companies

6. Shareholders' Reserved Matters: Optional list of decisions requiring special shareholder approval - typically included for companies with significant shareholders

Suggested Schedules

1. Initial Shareholders: Schedule listing the founding shareholders and their initial shareholdings

2. Share Capital Structure: Detailed breakdown of share classes and rights attached to different classes of shares

3. First Directors: Schedule listing the first directors of the company

4. Proceedings at General Meetings: Detailed procedures for conducting general meetings

5. Board Meeting Procedures: Detailed procedures for conducting board meetings

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
Clauses








































Relevant Industries

All Business Sectors

Legal Services

Corporate Services

Financial Services

Professional Services

Manufacturing

Retail

Technology

Healthcare

Real Estate

Construction

Education

Hospitality

Transportation

Agriculture

Relevant Teams

Legal

Corporate Secretariat

Compliance

Board of Directors

Executive Leadership

Corporate Governance

Risk Management

Administration

Finance

Regulatory Affairs

Relevant Roles

CEO

Company Director

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Member

Corporate Governance Officer

Risk Manager

Managing Director

Shareholder

Business Owner

Corporate Administrator

Legal Administrator

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

Find the exact document you need

Certificate Of Incorporation And Memorandum And Articles Of Association

A New Zealand legal document that establishes a company's existence and sets out its constitutional framework under the Companies Act 1993.

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Company Articles Of Association

A constitutional document under New Zealand law that establishes a company's internal management rules, governance structure, and operational procedures.

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