Plain language law

New Zealand law explained for everyone

 Plain Language Law homepage
Back to
28: Effect of Act on company not having constitution
or “Companies without a constitution are governed by the Companies Act”
You could also call this:

“Rules for what counts as a company's constitution”

The constitution of a company is an important document that outlines how the company operates. If your company has a constitution, it can be one of several things:

If you registered your company under Part 2 of the Companies Act, your constitution is the document you certified when you applied to register the company.

For existing companies that reregistered under the Companies Reregistration Act 1993, the constitution is the document certified during the reregistration process.

Your company’s constitution could also be a document that your company chose to adopt as its constitution under section 32 of the Act.

In some cases, your constitution might be a document described in section 33 of the Act.

Lastly, your constitution could be any of the documents mentioned above, but with changes made by your company under section 32 or by a court under section 34.

Remember, not all companies have a constitution, but if yours does, it will be one of these types of documents.

This text is automatically generated. It might be out of date or be missing some parts. Find out more about how we do this.

Next up: 30: Contents of constitution

or “What you can include in your company's constitution”
Next

Part 5 Company constitution

29Form of constitution

  1. The constitution of a company, if it has one, is,—

  2. in the case of a company registered under Part 2, a document certified by the applicant for registration of the company as the company's constitution; or
    1. in the case of an existing company that is reregistered pursuant to the Companies Reregistration Act 1993, a document certified by the applicant for reregistration as the company's constitution; or
      1. a document that is adopted by the company as its constitution under section 32; or
        1. a document described in section 33; or
          1. a document described in paragraph (a) or paragraph (b) or paragraph (c) or paragraph (d) as altered by the company under section 32 or varied by the court under section 34.

            Notes
            • Section 29(c): amended, on , by section 3 of the Companies Act 1993 Amendment Act 1994 (1994 No 6).