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.
Changes to constitution
The CCH Constitution was updated in August 2017, to reflect revisions made to the Companies Act 1993 that allowed for a board to resolve that a company does not need to have an annual meeting of its shareholders. It was also amended so that the default position for appointment and removal of directors is an ordinary resolution. Previously a special resolution was the default position (see option (a) of cl 1.1 of part 1, The schedule).
The constitution was also amended in 2014 and 2015 to reflect the changes to the financial reporting regime for companies (new Part 11 of the Companies Act 1993 and new Financial Reporting Act 2013).
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.
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 2017 changes 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.
Constitution cost and provision of constitution
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 should review the content of the constitution (see the attached sample) to ensure that it is suitable for your company.
Customising standard provisions in the constitution
Amendments can be made to the standard provisions of the constitution through revisions to parts 1 and 2 of the constitution. If requested in the form below, a template with part 1 (The schedule) and part 2 (Special provisions) will be sent to you so you can make the amendments you require.
Important Note: Please email the amended template back to NZemail@example.com for final processing.
You will then be emailed a PDF of your constitution (within three business days of the receipt of the form below or template (if applicable)), which can be uploaded to the Companies Office website
Placing your order
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.