The Certificate of Articles of Incorporation is a mandatory document required under New Zealand law when establishing a new company. This foundational document must be filed with the Companies Office and serves as the official record of a company's formation. It contains crucial information about the company's structure, governance, and initial stakeholders, as required by the Companies Act 1993. The certificate is used to register the company officially, establish its legal existence, and provide essential information about its shareholders, directors, registered office, and share structure. This document is particularly important as it forms the basis for all future corporate activities and is often required when dealing with banks, investors, government agencies, and other business partners. The Certificate of Articles of Incorporation must be accurately completed and maintained, as it serves as a reference point for corporate governance and compliance throughout the company's existence.
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1. Company Name and Registration: States the official company name and registration details, including any translation if applicable
2. Registered Office: Specifies the registered office address and address for service
3. Share Structure: Details of the company's share structure, including types of shares and rights attached
4. Initial Shareholders: Names, addresses, and shareholdings of initial shareholders
5. Directors: Names, addresses, and contact details of initial directors
6. Company Rules: Statement whether company has adopted constitution or will follow default Companies Act provisions
7. Statutory Declaration: Declaration of compliance with Companies Act 1993 requirements
1. Business Activities: Description of intended business activities (recommended for certain industry regulations)
2. Share Transfer Restrictions: Special provisions regarding share transfers if different from default Act provisions
3. Board Powers: Specific provisions about board powers and decision-making processes
4. Shareholder Rights: Additional shareholder rights and obligations beyond statutory requirements
5. Company Secretary: Appointment and duties of company secretary if applicable
6. Alternative Directors: Provisions for appointment of alternate directors if allowed
1. Schedule 1: Shareholder Details: Detailed information about shareholders including prescribed particulars
2. Schedule 2: Director Consents: Signed consents and certificates from each director
3. Schedule 3: Share Classes: Detailed description of different share classes and associated rights if applicable
4. Schedule 4: Company Constitution: Full text of company constitution if adopted
5. Appendix A: Notice of Registration: Copy of notice of registration from Companies Office
6. Appendix B: Board Resolutions: Initial board resolutions passed at incorporation
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