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Articles of Incorporation are known as the Constitution in New Zealand - they're the founding legal document that brings a company to life. This document spells out the basic rules and structure of your company, including its name, registered office, and what the business plans to do.

Once filed with the Companies Office, your Constitution sets the ground rules for how your company operates, the rights of shareholders, and what powers directors have. While not mandatory under NZ law, having a Constitution gives your company more flexibility than relying solely on the Companies Act 1993, and helps avoid confusion about how important decisions should be made.

Consider filing Articles of Incorporation (Constitution in NZ) when launching a new company or restructuring an existing one. This document becomes essential the moment you need to establish clear rules about share transfers, director appointments, or specific voting rights that differ from the basic Companies Act provisions.

Many businesses create their Constitution during startup phase, particularly when bringing in investors, setting up multiple share classes, or implementing special governance rules. It's also valuable when expanding operations, adding shareholders, or preparing for major business changes that need formal structure and clarity around decision-making processes.

• Basic Constitution: Standard template following Companies Act defaults, ideal for small businesses with simple ownership structures
• Shareholder-focused Constitution: Enhanced provisions for share transfers, pre-emptive rights, and minority protections
• Professional Services Constitution: Tailored for law firms, medical practices, and consultancies with specific partnership requirements
• Investment-ready Constitution: Includes provisions for multiple share classes, investor rights, and future capital raising
• Family Business Constitution: Specialized provisions for succession planning, family member rights, and generational transfers

• Company Directors: Take primary responsibility for creating and approving the Constitution, ensuring it aligns with business goals
• Shareholders: Must approve the Constitution and any future amendments, as their rights and obligations are directly affected
• Corporate Lawyers: Draft and review the Constitution to ensure compliance with NZ law and protect company interests
• Company Secretary: Maintains and updates the Constitution, ensuring proper filing with the Companies Office
• Companies Office: Reviews and registers the Constitution as part of company incorporation process

• Company Details: Gather proposed company name, registered office address, and business activities
• Share Structure: Decide on share classes, rights, and any restrictions on transfer
• Governance Rules: Plan director appointment processes, voting thresholds, and meeting procedures
• Special Provisions: Identify any unique requirements for your industry or business model
• Internal Review: Have key stakeholders review the draft to ensure it matches business needs
• Final Check: Use our platform to generate a legally-sound Constitution that includes all mandatory elements

• Company Name: Full legal name as registered with the Companies Office
• Share Structure: Types of shares, rights attached, and issue/transfer rules
• Director Powers: Scope of authority, appointment process, and removal procedures
• Shareholder Rights: Voting procedures, meeting requirements, and dividend policies
• Business Activities: Description of permitted company operations and objectives
• Amendment Rules: Process for changing the Constitution in future
• Dispute Re����ֱ��: Procedures for handling internal conflicts and disagreements

Articles of Incorporation (Constitution in NZ) are often confused with the Certificate of Incorporation, but they serve distinct purposes in company formation. While both documents are crucial for establishing a company, they function differently in the legal framework.

• Legal Status: The Constitution sets internal rules and governance, while the Certificate of Incorporation proves the company's legal existence
• Timing: The Constitution is prepared first as part of your application, while the Certificate is issued by the Companies Office after successful registration
• Modification: Your Constitution can be amended by shareholders, but the Certificate remains unchanged unless company details like name are officially altered
• Content Focus: The Constitution details operational rules and rights, while the Certificate simply confirms basic company information and registration date