Plain language law

New Zealand law explained for everyone

Companies Act 1993

Company constitution

34: Court may alter constitution

You could also call this:

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

If you’re a director or shareholder of a company, you can ask the court to change the company’s constitution if it’s too hard to change it using the normal ways. The court can make an order to alter the constitution if they agree it’s not practical to do it any other way. They can set their own terms and conditions for the change.

If the court does make an order to change the constitution, you need to make sure that a copy of the order and the new, changed constitution are given to the Registrar within 10 working days. The Registrar is the person who keeps official records of companies.

If you don’t give these documents to the Registrar within 10 working days, you’re breaking the law. This is called an offence, and you could be punished. The punishment for this offence is set out in section 373(2) of the Companies Act.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320140.

Topics:
Business > Industry rules
Business > Starting a business
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33: New form of constitution, or

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

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35: Legal nature of shares, or

“What shares are and how you can own them”

Part 5 Company constitution

34Court may alter constitution

  1. The court may, on the application of a director or shareholder of a company, if it is satisfied that it is not practicable to alter the constitution of the company using the procedure set out in this Act or in the constitution itself, make an order altering the constitution of a company on such terms and conditions that it thinks fit.

  2. The applicant for the order must ensure that a copy of an order made under subsection (1), together with a copy of the constitution as altered, is delivered to the Registrar for registration within 10 working days.

  3. A person who fails to comply with subsection (2) commits an offence and is liable on conviction to the penalty set out in section 373(2).