Incorporating with a company constitution

Choosing whether or not to have a constitution

You can incorporate a company in New Zealand with or without a constitution. A constitution sets out the rights, powers and duties of the company, the board, each director and each shareholder.

Deciding to incorporate with a company constitution

When you incorporate a company you can:

  • incorporate your company without a constitution — your company is automatically governed by the Companies Act 1993
  • buy a constitution from a third party and upload one as part of your application
  • prepare and supply your own constitution — most people seek legal advice before preparing a constitution.

Buy a constitution

You can order and purchase an electronic copy of a constitution directly from a third-party providers, which you can find by searching the internet.

Write your own constitution

You can write and upload your own constitution. Seek legal or other professional advice before writing your own constitution. 

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 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

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.

Managing your online account 8 guides