If your company has a constitution, it must follow the rules set out in the Companies Act 1993. If any part of the constitution goes against what the Act says, that part won’t work.
The constitution is like a set of rules that everyone in the company agrees to follow. It creates a bond between the company and its shareholders, and between the shareholders themselves. This means that both the company and the shareholders must do what the constitution says, as long as it doesn’t break any laws in the Companies Act.
Remember, the constitution only works if it follows the rules in the Act. If there’s any clash between what the constitution says and what the Act says, the Act wins.
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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320137.
The constitution of a company has no effect to the extent that it contravenes, or is inconsistent with, this Act.
Subject to this Act, the constitution of a company is binding as between—
