Plain language law

New Zealand law explained for everyone

Companies Act 1993

Company constitution

32: Adoption, alteration, and revocation of constitution

You could also call this:

“Creating, changing, or removing a company's constitution”

If your company doesn’t have a constitution, you and the other shareholders can create one. You need to all agree to it in a special vote.

You can also change or get rid of the constitution if you already have one. Again, you need to have a special vote with the other shareholders to do this. But be careful, because changing the constitution might affect shareholders’ rights or how much money they might lose if the company has problems.

If you adopt a new constitution, or if you change or get rid of an existing one, the company’s board has to tell the Registrar within 10 working days. They need to fill out a special form to do this.

If the board doesn’t tell the Registrar about these changes in time, each director could get in trouble. They might be found guilty of breaking the law and have to pay a fine or face other penalties.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320138.

Topics:
Business > Industry rules
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31: Effect of constitution, or

“How a company's constitution relates to the Companies Act 1993”

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33: New form of constitution, or

“Submitting a single document with all company rules and changes”

Part 5 Company constitution

32Adoption, alteration, and revocation of constitution

  1. The shareholders of a company that does not have a constitution may, by special resolution, adopt a constitution for the company.

  2. Without limiting section 117 (which relates to an alteration of shareholders' rights) and section 174 (which relates to the right of a shareholder to apply to the court for relief in cases of prejudice), but subject to section 57 (which relates to the reduction of shareholders' liability), the shareholders of a company may, by special resolution, alter or revoke the constitution of the company.

  3. Within 10 working days of the adoption of a constitution by a company, or the alteration or revocation of the constitution of a company, as the case may be, the board must ensure that a notice in the prescribed form of the adoption of the constitution or of the alteration or revocation of the constitution is delivered to the Registrar for registration.

  4. If the board of a company fails to comply with subsection (3), every director of the company commits an offence and is liable, on conviction, to the penalty set out in section 374(2).