A company constitution is one of the most practical governance tools available to NZ business owners and one of the most overlooked. Without one, your company is governed entirely by the default rules under the Companies Act 1993. Those defaults were written for the general case. They may not reflect what you and your shareholders actually want.

A well drafted constitution sets the rules in advance: who can transfer shares and to whom, what decisions require shareholder approval, how board meetings work, what happens in a deadlock, and how disputes are resolved. It sits alongside your shareholders agreement and is filed publicly with the Companies Office.

The framewrk Company Constitution covers:

• Share transfers – right of first refusal so existing shareholders can buy shares before they go to an outsider
• Pre-emptive rights – existing shareholders must be offered new shares before they are issued to outsiders
• Director numbers and appointment – minimum and maximum board size, and how directors are appointed and removed
• Board decisions – quorum, written resolutions, electronic participation, and notice requirements
• Conflicts of interest – disclosure obligations and interests register requirements under the Companies Act 1993
• Director remuneration – requiring shareholder or board approval before directors are paid
• Shareholder meetings – annual meeting timing, notice periods, written resolutions, and electronic meetings
• Special resolution matters – a customisable list of decisions requiring 75% shareholder approval
• Dividends and distributions – solvency test requirements and unclaimed dividend treatment
• Indemnity and insurance – director indemnity and D&O insurance provisions
• Dispute resolution – good faith negotiation then mediation before any court action
• Amendment process – how the constitution can be changed and filing obligations

Verified against the current Companies Act 1993. Delivered as an editable Word document.

Important: This is a general-purpose legal template, not legal advice. It does not create a lawyer-client relationship. You should satisfy yourself that it is appropriate for your situation before signing. For complex matters or significant commercial transactions, seek advice from a qualified NZ lawyer. Licensed for single-business use only.