Adding, amending or removing a company constitution

What a company constitution is

A constitution sets out the rights, powers and duties of your company, board, each director and each shareholder.

You can incorporate a New Zealand company with or without a company constitution.

At the time you submit your online application to incorporate with us you're asked to provide a copy of your company constitution, if you have one.

NZ companies that don't have a constitution are governed by the Companies Act 1993.

Adopting or amending a constitution after incorporation

Once your company is incorporated you may decide to:

• adopt a constitution
• amend the constitution you provided at incorporation, or
• revoke your constitution if, for example, you decide your company no longer needs one.

You must notify us within 10 working days of passing a resolution to adopt, amend or revoke your company constitution. You must also:

• provide the date of your company's resolution to adopt, amend or revoke the constitution and
• upload a copy of your new or amended constitution, or
• remove your revoked constitution.

Authority to add or remove a constitution

To add, update or remove a copy of your constitution you must have:

• a RealMe® login
• an online services account with the Companies Register
• confirmed authority to act for your company.

Amend or replace your constitution

1. Log in to your online services account.
2. Find and select the company under the ‘My Companies’ section of your dashboard, or by searching for the company using its company name, company number or New Zealand Business Number (NZBN).
3. Select the 'My Tools' menu button at the top of the search results screen.
4. Choose 'Constitution' — this shows under the Save column in the menu.
5. On the ‘Maintain Constitution’ screen, select either:
   'Amend current constitution', or
   'Revoke current and adopt new constitution'.
6. Click the 'Browse' button and attach a copy of your constitution.
7. Enter the date of your company's resolution to replace or amend the constitution.
8. Click 'Submit'.

Add a copy of your constitution

If your company has been operating without a constitution but has now adopted one, follow these steps to update the register:

1. Log in to your online services account.
2. Find and select the company under the ‘My Companies’ section of your dashboard, or by searching for the company using its company name, company number or New Zealand Business Number (NZBN).
3. Select the 'My Tools' menu button at the top of the search results screen.
4. Choose 'Constitution' — this shows under the Save column in the menu.
5. On the ‘Maintain Constitution’ screen click the 'Browse' button and attach a copy of your constitution.
6. Enter the date of your company's resolution to adopt the constitution.
7. Click 'Submit'.

Remove your constitution

To remove a revoked constitution, follow these steps:

1. Log in to your online services account.
2. Find and select the company under the ‘My Companies’ section of your dashboard, or by searching for the company using its company name, company number or New Zealand Business Number (NZBN).
3. Select the 'My Tools' menu button at the top of the search results screen.
4. Choose 'Constitution' — this shows under the Save column in the menu.
5. On the ‘Maintain Constitution’ screen, select 'Revoke current constitution'.
6. Enter the date of your company's resolution to revoke your constitution.
7. Select Submit.

Overseas companies

Overseas companies should follow the same process as a New Zealand company to amend or revoke their company constitution.

If your constitution is not in English you need to file a translation of it as well as the original document.

Updating the constitution of an overseas company

Companies registered in Australia

Australian companies can file an amended constitution with the Australian Securities and Investment Commission (ASIC).

ASIC will update the NZ register for you.

Other guides in

Keeping company details up to date

• Confirming your authority to manage information
• How to file an annual return
• Getting a copy of your company information
• Updating company addresses
• Updating a director's details
• Registering the appointment of a director
• Updating a shareholder's details
• Managing share allocations
• Changing the name of a company
• Changing your financial reporting month
• Adding or updating additional NZBN information
• Applying for a correction to the register

Other help topics