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Company's Articles Of Association

Company's Articles Of Association Template for New Zealand

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Key Requirements PROMPT example:

Company's Articles Of Association

"I need Articles of Association for my New Zealand tech startup that will be incorporating in January 2025, with provisions for multiple share classes, employee share schemes, and specific protections for intellectual property rights."

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Document background
The Company's Articles of Association is a mandatory document required for company incorporation in New Zealand under the Companies Act 1993. It serves as the company's constitution, establishing the fundamental rules and procedures for the company's internal management and operations. This document outlines crucial aspects such as share rights, transfer procedures, director appointments, meeting protocols, and decision-making processes. It must be filed with the New Zealand Companies Office and can be modified through special resolutions of shareholders. The Articles are binding on the company, its directors, and shareholders, creating a contractual relationship between these parties. This document is essential for establishing good corporate governance and providing clarity on company procedures and stakeholder rights.
Suggested Sections

1. Interpretation: Definitions of terms used throughout the Articles and rules for interpreting the document

2. Company Name and Type: Statement of the company name and its status as a company limited by shares

3. Share Capital: Details of share structure, classes of shares, and rights attached to shares

4. Issue of Shares: Process and rules for issuing new shares, including pre-emptive rights

5. Transfer of Shares: Procedures and restrictions for transferring shares between parties

6. Shareholders Meetings: Rules for calling and conducting shareholder meetings, including voting procedures

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

8. Directors Meetings: Procedures for board meetings, including notice, quorum, and voting

9. Powers and Duties of the Board: Scope of directors' authority and responsibilities

10. Company Administration: General administrative matters including company records and communications

11. Indemnity and Insurance: Protection and insurance provisions for directors and officers

12. Liquidation: Procedures and rules for company liquidation

Optional Sections

1. Different Classes of Shares: Detailed provisions for multiple share classes with different rights - used when the company plans to have complex share structures

2. Drag Along and Tag Along Rights: Provisions protecting minority shareholders in case of company sale - important for companies with multiple shareholders

3. Restricted Activities: Specific limitations on company activities - used when certain business activities need to be prohibited

4. Alternate Directors: Provisions for appointment of alternate directors - useful for larger boards or international companies

5. Executive Officers: Provisions for appointment and powers of executive officers - needed for larger companies with formal management structure

6. Dividends and Reserves: Detailed provisions about dividend policies and reserve funds - important for companies with complex financial structures

7. Electronic Communications: Specific provisions for electronic notices and meetings - particularly relevant for modern companies embracing digital communication

Suggested Schedules

1. Share Certificate Form: Template for share certificates issued by the company

2. Proxy Form: Standard form for appointing proxies for shareholder meetings

3. Meeting Procedures: Detailed procedures for conducting shareholder and board meetings

4. Share Transfer Form: Standard form for transferring shares between parties

5. Directors' Written Resolution: Template for written resolutions of directors

6. Shareholders' Written Resolution: Template for written resolutions of shareholders

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
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Professional Services

Financial Services

Technology

Manufacturing

Retail

Healthcare

Energy

Construction

Agriculture

Mining

Education

Transportation

Real Estate

Hospitality

Relevant Teams

Legal

Compliance

Corporate Governance

Board of Directors

Company Secretariat

Risk Management

Executive Leadership

Corporate Affairs

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Director

Board Member

Corporate Governance Officer

Risk Manager

General Counsel

Company Director

Managing Director

Board Secretary

Chief Legal Officer

Governance Manager

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

Company's Articles Of Association

A constitutional document establishing the internal management rules and governance structure for a New Zealand company under the Companies Act 1993.

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Company Articles Of Incorporation

A New Zealand corporate governance document that establishes a company's internal management rules and structure under the Companies Act 1993.

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