Adding, amending or removing a company constitution

If you adopt, amend or revoke a company constitution

If you adopt, amend or revoke your company constitution, you must notify us within 10 working days, and either add a copy of the constitution to, or remove the constitution from, the Companies Register.

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.

Incorporating with a company constitution

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:

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 or update a constitution

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'.
Add or update a constitution

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.
Add or update a constitution

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.

All help topics

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Get an overview of how companies are structured, find out about the company records you need to keep, and what's involved when you incorporate with and report to the Companies Office.

Starting a company 11 guides

You need to comply with New Zealand laws when you incorporate your company with the Companies Office, including reserving a company name, appointing directors, issuing shares and registering for tax.

Keeping company details up to date 13 guides

Once your company is registered with the Companies Office, nominate who will have authority to file your annual returns, and update your name, address, constitution, director and shareholder details.

See all 13 guides for Keeping company details up to date

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When you incorporate, you must provide details of all company shares and shareholders. As changes occur, you must update this information on your own share register and in your company's annual return.

Company directors 7 guides

Directors have responsibilities to their company and shareholders, and under the Companies Act 1993. You must register all your directors with the Companies Office and they must sign a consent form.​

Filing annual returns 8 guides

Find out about filing an annual return — the information you need to update, how to change your filing month or request a time extension — and what happens if you don't file your annual return by the due date.

Complying with the law 11 guides

Find out how New Zealand law affects the directors and shareholders of your company, and your responsibility to create and maintain accurate company records, report to us and file financial statements.

Financial reporting 7 guides

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Managing an overseas company in New Zealand 11 guides

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Closing a company 11 guides

When your company closes down you need to remove it from the register. Your company can be removed if it amalgamates with another company or doesn't file its annual return.

Restoring a company to the register 4 guides

Only some companies can be reinstated to the Companies Register once they've been removed. Find out who can apply, what evidence to provide and if you should apply to the Registrar or the High Court.

When your company fails 9 guides

Find out about voluntary administration, receivership and liquidation (external administration), and the roles and responsibilities of those appointed to manage your company's affairs.

Managing your online account 8 guides

Creating an account with the Companies Office allows you to complete the majority of your transactions online. It's free to set up, but fees apply for some transactions, such as filing annual returns.

Getting support to use the Companies Register 8 guides

Get help with any technical problems you have using the register, such as uploading documents or searching for companies, directors and shareholders.