Who’s this Resolution to Adopt, Alter or Revoke a Constitution for?
This simple, easy-to-understand resolution is for the shareholders of any New Zealand company to adopt, alter or revoke a constitution by written resolution.
Why do I need a Resolution to Adopt, Alter or Revoke a Constitution?
Put simply, because the law says you do! The Companies Act 1993 requires the adoption of a new constitution or the alteration or revocation of an existing constitution to be approved by the company’s shareholders by ‘special resolution’. A ‘special resolution’ must be signed by at least 75% of the shareholders of a company entitled to vote. However, the company’s existing constitution or shareholders agreement (if one exists) may state that all shareholders must sign a special resolution passed by way of written resolution (rather than in a meeting), in which case this will override the Companies Act rule. You need to check this. If you’re unsure, we suggest getting all shareholders to sign it, just in case.
How long will it take to create my document?
Less than 5 minutes - less time than making a coffee! During the Q&A you can save your progress to come back later, or repeat the Q&A to change an answer or produce a new version of a document.
What information do I need to complete Q&A?
- The company’s New Zealand Business Number – this can be found by searching the company here
- The names of each shareholder in the company
What if I need help?
On Your Terms has teamed up with Luminate Legal to offer its customers the option of obtaining legal advice from a lawyer to provide extra assurance and peace of mind. If you would like to ask a lawyer some quick questions about your document (or your responses to the Q&A), or have your document reviewed/edited by a lawyer, click here to view and select Luminate Legal's packages and fixed-fee pricing exclusively for On Your Terms customers.
What do I do once my document is created?
The document is ready for the shareholders to sign as soon as you have downloaded it. Once signed, you must notify the Registrar of Companies of the adoption/alternation/revocation of the constitution within 10 working days and upload a copy of the new constitution/alterations. This can be done online via the Companies Office.
Other helpful information:
- See our Guide to Director Obligations and Responsibilities in New Zealand
- You may also find these bundles or documents useful for your business: Company Constitution, Shareholders' Agreement, Term Sheet for Shareholders Agreement, Resolutions to Approve Issue of New Shares
- Check out our FAQs here
If you would like to speak to a lawyer regarding your documents (or for any other legal queries), or if you’re unsure whether this document is what you need, reach out to us at hello@onyourterms.co.nz – we’re happy to help!
If you’re not satisfied with your purchase of this product for any reason, let us know why within 10 days of your purchase and we’ll work with you to make sure you’re happy, including giving you a full refund if necessary.
Disclaimer: On Your Terms was created to provide fast, easy and affordable access to legal information and documentation. We are not a law firm and do not provide legal advice. The information and documents we provide are of a general nature, designed for common situations, and may not be suitable for your needs or circumstances. If you need legal advice, we have a network of specialist law firm partners able to help you here.