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Although not mandatory for New Zealand companies, constitutions are commonplace – and for small businesses are often the sole governance document.

But are they crafted and drafted as well as they should be to meet the particular needs and wishes of the client?

Looking at key (but perhaps not obvious) clauses to consider including in a constitution, as well as the interface with the Companies Act and with any shareholders’ agreement, this On Demand webinar assists practitioners to design constitutions that suit small-business clients rather than trying to fit those clients into standard configurations and the risks that course may entail.

Learning outcomes

  • Gain insights into potential legal issues that are either not considered often enough or in sufficient depth in relation to small businesses.
  • To pre-empt those issues, receive guidance on various key (but not obvious) clauses that you should consider discussing with your clients for inclusion in a constitution for small businesses, including as to non-competition by directors and shareholders, dealing with disputes and deadlocks, matters that should require unanimous shareholder consent and what could be provided for if that consent isn’t given in relation to some matters, what exceptions to pre-emptive rights on share transfers really are appropriate, and the effect of unwanted transfers to spouses/ partners due to relationship property issues.
  • Gain a better understanding of the interface between constitutions and the Companies Act, and shareholders’ agreements.

Who should view?

Junior corporate/commercial lawyers, general practitioners at all levels, and those who provide governance advice to companies and shareholders, are likely to find this topic of interest. Accountants and directors may also benefit from attending.

When and Where