Constitution (optional)

You can incorporate a company in New Zealand with or without a constitution. A constitution essentially sets out the rights, powers and duties of:

the company
the board
each director and
each shareholder.

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

When you incorporate a company you can:

incorporate without a constitution,
buy a third party authored constitution, or
prepare and supply your own constitution (it is recommended that you seek legal advice if doing this).

For options 2 and 3 when you incorporate a company you will upload a copy of the constitution you have chosen. You must have already saved an electronic version on your computer, then it is a simple matter of browsing to the file.

Third party constitutions

If you would like to use a constitution prepared by a third party, you can purchase one directly from one of the third party authors.

Write your own constitution

We recommend seeking legal or other professional advice before writing a constitution.

Next step

When you're finished click on the Tax Registration button.

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