Plain language law

New Zealand law explained for everyone

Companies Act 1993

Company constitution

33: New form of constitution

You could also call this:

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

You can give the Registrar a single document that includes all the rules for your company and any changes you’ve made to them. This document should have everything that was in the original papers that set up your company.

If you’ve made a lot of changes to your company’s rules, the Registrar might ask you to give them this single document. They’ll send you a letter if they want you to do this.

If the Registrar asks for this document, your company’s board must send it within 20 working days. Someone from the board must also sign a note saying the document is correct.

As soon as the Registrar gets the document with the signed note, they will register it.

If your company’s board doesn’t send the document when asked, or doesn’t include the signed note, each director could get in trouble. The punishment for this is explained in section 374(2).

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320139.

Topics:
Business > Industry rules
Business > Starting a business
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32: Adoption, alteration, and revocation of constitution, or

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

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34: Court may alter constitution, or

“Court can change a company's constitution when normal methods are impractical”

Part 5 Company constitution

33New form of constitution

  1. A company may, from time to time, deliver to the Registrar a single document that incorporates the provisions of a document referred to in paragraph (a) or paragraph (b) or paragraph (c) or paragraph (d) or paragraph (e) of section 29, together with all amendments to it.

  2. The Registrar may, if the Registrar considers that by reason of the number of amendments to a company's constitution it would be desirable for the constitution to be contained in a single document, by notice in writing, require a company to deliver to the Registrar a single document that incorporates the provisions of a document referred to in paragraph (a) or paragraph (b) or paragraph (c) or paragraph (d) of section 29, together with all amendments to it.

  3. Within 20 working days of receipt by a company of a notice under subsection (2), the board must ensure that the document required by that subsection is received by the Registrar for registration.

  4. The board must ensure that a document delivered to the Registrar under this section is accompanied by a certificate signed by a person authorised by the board that the document complies with subsection (1) or subsection (2), as the case may be.

  5. As soon as the Registrar receives a document certified in accordance with subsection (4), the Registrar must register the document.

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