What is a constitution?

A constitution essentially sets out the rights, powers and duties of:

the company
the board
each director and
each shareholder.

You can incorporate a company in New Zealand with or without a constitution.

If a company chooses to incorporate without a constitution, its internal procedures are automatically governed by the Companies Act 1993 and its regulations.

Adopting a constitution allows a company the flexibility to vary the provisions set out in the Companies Act and its regulations, provided that the provisions in the constitution are consistent with the Act.

Document Actions

Companies - an introduction