Adding 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 an NZ 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:

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

Authority to add or remove a constitution

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

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

Add a copy of your constitution

To add a new or amended version of your constitution, log in to your online services account, enter a company name, company number or New Zealand Business Number (NZBN) and follow these steps.

  1. Select Update company details, and select Constitutions.
  2. Select My tools to display the 3 menu options.
  3. From the drop-down menu select either Amend current constitution, or Revoke current and adopt new constitution.
  4. Select the Upload button to attach a copy of your constitution.
  5. Enter the date of your company's resolution to adopt or amend the constitution.
  6. Select Submit.
Add or update a constitution

If you upload the wrong document, you can ask us to fix your mistake.

Remove your constitution

To remove a revoked constitution, log in to your online services account, enter a company name, company number or New Zealand Business Number (NZBN) and follow these steps.

  1. Select Update company details, and select Constitutions.
  2. Select My tools to display the 3 menu options.
  3. From the drop-down menu select Revoke current constitution.
  4. Enter the date of your company's resolution to revoke your constitution.
  5. Select Submit.
Add or update a constitution

Overseas companies

Overseas companies should follow the same process as an NZ 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

Before you start a company 5 guides

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.

Shares and shareholders 7 guides

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 7 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

Financial reporting 7 guides

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.

Getting support to use the Companies Register 5 guides

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