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Memorandum Of Association Of Public Limited Company Template for New Zealand

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Key Requirements PROMPT example:

Memorandum Of Association Of Public Limited Company

"I need a Memorandum of Association of Public Limited Company for a technology startup planning to list on the NZX by March 2025, with specific provisions for employee share schemes and multiple share classes."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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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Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Healthcare

Energy

Mining

Transportation

Real Estate

Professional Services

Agriculture

Education

Telecommunications

Media and Entertainment

Construction

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Management

Compliance

Corporate Governance

Risk Management

Corporate Affairs

Investment Relations

Finance

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Chief Financial Officer

Board Director

Compliance Officer

Corporate Governance Manager

Risk Manager

Investment Relations Manager

Board Chairman

Managing Director

Chief Legal Officer

Company Registrar

Corporate Affairs Director

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

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