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Company Memorandum

Company Memorandum Template for New Zealand

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Key Requirements PROMPT example:

Company Memorandum

"Need a Company Memorandum for a tech startup launching in March 2025, with provisions for three founding shareholders, future investor rights, and employee share scheme options, compliant with New Zealand law and suitable for attracting Series A funding."

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Document background
The Company Memorandum is a crucial document required when establishing or restructuring a company in New Zealand. It must comply with the Companies Act 1993 and other relevant legislation, serving as the foundation for company governance and operations. This document is typically prepared during company formation or when updating an existing company's constitution to reflect modern practices or changed circumstances. The Company Memorandum contains essential information about the company's structure, share classes, decision-making processes, and governance arrangements. It's particularly important for establishing clear rules around shareholder rights, director duties, and company administration, while ensuring flexibility for future growth and development. The document needs regular review to ensure it remains current with changing business needs and legislative requirements.
Suggested Sections

1. Company Name and Number: The registered name of the company and its registration number

2. Registered Office: The official registered office address of the company

3. Business Address: The address for carrying on business if different from registered office

4. Company Type: Specification of whether the company is private or public

5. Share Structure: Details of the company's share structure, including types of shares and rights attached

6. Director Provisions: Rules regarding appointment, removal, and powers of directors

7. Shareholder Rights: Basic rights and obligations of shareholders

8. Meetings: Rules for conducting shareholder and director meetings

9. Decision Making: Procedures for making company decisions and passing resolutions

10. Administration: General administrative provisions including record-keeping requirements

Optional Sections

1. Pre-emptive Rights: Used when shareholders want first right of refusal on share transfers

2. Tag-Along Rights: Include when minority shareholders need protection in sale situations

3. Drag-Along Rights: Include when majority shareholders want power to force minority participation in sales

4. Dividend Policy: Include specific dividend distribution rules if different from default provisions

5. Share Vesting: Used when implementing employee share schemes or founder vesting arrangements

6. Industry-Specific Provisions: Special provisions required for regulated industries like financial services

7. Intellectual Property: Special provisions for companies with significant IP assets

8. Additional Share Classes: Used when creating multiple share classes with different rights

Suggested Schedules

1. Initial Shareholders: List of founding shareholders and their shareholdings

2. Share Capital History: Record of share issuances and transfers

3. Director Details: Full details of initial directors including addresses and qualifications

4. Share Rights: Detailed description of rights attached to different share classes

5. Company Seal: Requirements for use of company seal if adopted

6. Professional Advisers: Details of company's accountants, lawyers, and other professional advisers

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
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Relevant Industries

All Commercial Sectors

Professional Services

Financial Services

Technology

Manufacturing

Retail

Healthcare

Real Estate

Construction

Agriculture

Mining

Education

Transport and Logistics

Relevant Teams

Legal

Corporate Governance

Board of Directors

Executive Leadership

Company Secretariat

Compliance

Risk Management

Corporate Affairs

Administrative Support

Relevant Roles

Chief Executive Officer

Company Director

Company Secretary

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Compliance Officer

Board Member

Managing Director

Governance Manager

Risk Manager

Company Founder

Corporate Administrator

Shareholder Relations Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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