The CCH Constitution can be used when incorporating a company using the New Zealand Companies Office’s online service, or it can be adopted as the constitution of an existing company. Additional overriding provisions can be added to the constitution through Part 2 of the Schedule.
Changes to constitution in 2014 and 2015
With the substantive reforms to company laws that came into force in 2014 and 2015, a company with an existing constitution in place should consider replacing it with the latest CCH Constitution.
NACF-204 (V3.2) includes the following changes (which are explained in more detail below):
- new clause 31A. Opt-in regime for financial reporting.
- revisions to clauses: 3.(1); 4.8(2); 5.9(2); 6.5.(a); 10.2(c); 11.4.(1)(a); 16.1.(a); 16.3.(3)(a); 29.1.(1), (2); 29.2.; 29.3.(1); 29.4.; 30.1.(1); 30.7.(h); 31.1.; 31.2.; 31A.1; 32.1; 32.5.(e); 32.6; 32.8; 33.1.(4)(b).
New financial reporting regime
The constitution was amended in June 2014 to reflect the new financial reporting regime under Part 11 of the Companies Act 1993 and Financial Reporting Act 2013. The new regime applies to accounting periods commencing from 1 April 2014. The transitional financial reporting provisions, which are no longer applicable, were removed in August 2015.
The constitution was amended in December 2014 to reflect the repeal of the Securities Transfer Act 1991 and its replacement with provisions in the financial markets conduct legislation, which came into effect on 1 December 2014. Amendments to the constitution’s notices provisions were made in August 2015 to reflect new provisions under the Companies Act 1993.
The certification section has been deleted in the 2015 version as the Companies Office’s online procedures do not require certification on the constitution itself.
The changes made in 2014 and 2015 are highlighted in green in the sample constitution.
CCH does not take responsibility for the legal effect of the constitution. As with all legal documents, responsibility for ensuring the constitution carries the user’s intentions into effect rests solely with the user, who is presumed to possess adequate legal expertise. Clarification from legal advisers should be sought if necessary.
If you wish to purchase a copy of the constitution, customised for your company or proposed company, please read our Licence Agreement, ensure that you have reserved your proposed company name (if applicable) through the Companies Office website, and complete the form below. You will then be sent a PDF of your constitution (within three business days), which can be uploaded to the Companies Office website.
To order a single constitution, please complete the form below. For multiple constitutions, you will need to repeat this process.
The cost of a single constitution is $27.60 including GST. Payment will be requested by invoice through the post.