How To Draft A Company Resolution Template In New Zealand

If you’re running a company in New Zealand, you’ll eventually come across a situation where you need to make a formal decision “on the record” - approving a contract, appointing a director, opening a bank account, issuing shares, or signing off major spending.

That’s where a company resolution comes in. It’s a simple concept, but it’s also one of those documents that can cause headaches if you don’t get it right (especially when a bank, accountant, investor, or buyer asks for it later).

In this guide, we’ll walk you through what a company resolution is, when you need one, and how to draft a practical company resolution template New Zealand companies can use as a starting point.

We’ll keep it simple, but we’ll also flag where you should get tailored advice - because a resolution is often tied to your Companies Act obligations, your constitution, and your shareholder arrangements.

What Is a Company Resolution (And Why Does It Matter)?

A company resolution is a written record of a decision made by the company. Depending on the decision, it can be made by:

• Directors (a directors’ resolution); or
• Shareholders (a shareholders’ resolution).

Think of it as the company’s “paper trail” - it shows that the people who have authority (directors/shareholders) made a decision properly.

This matters because, in practice, other parties will often want evidence that the company has approved an action. Common examples include:

• Banks (e.g. to open accounts, add signatories, approve borrowing)
• Investors (e.g. issue shares or approve a cap raise)
• Buyers during due diligence (e.g. to confirm approvals were properly obtained)
• Government agencies or regulators (depending on what you’re doing)

It’s also good governance. Even for small, founder-run companies, keeping clean resolutions can save you a lot of stress later - especially if you bring on a co-founder, raise capital, or sell the business.

If your company has a Company Constitution, your constitution may set specific rules about how decisions must be made and documented. So while a template is helpful, it’s not a “one size fits all” document.

When Do New Zealand Companies Need a Company Resolution?

Not every business decision needs a formal resolution - but many important ones do, and some third parties will insist on it even when the law doesn’t strictly require it.

Common situations where you’ll usually want a resolution include:

Directors’ Decisions (Directors’ Resolutions)

• Appointing or removing a director
• Approving a significant contract (supplier agreement, lease, major customer agreement)
• Opening or changing bank accounts and authorising signatories
• Approving borrowing, lending, or granting security
• Approving payment of invoices outside usual operations
• Approving entry into a settlement or dispute resolution

If you’re running a single-director company, you can still record decisions - it’s typically done as a “sole director resolution” (still a resolution, just signed by one director).

Shareholders’ Decisions (Shareholders’ Resolutions)

• Issuing new shares (or approving an allocation of shares)
• Adopting, amending, or replacing the company constitution
• Approving major transactions that require shareholder approval under the Companies Act or constitution
• Approving a share transfer (depending on your constitution / shareholder arrangements)

In many small companies, shareholders and directors are the same people - but legally, they’re different “hats”. Keeping that separation clear in your paperwork can help avoid disputes later.

If you have (or plan to have) multiple shareholders, a Shareholders Agreement often sets out how key decisions must be approved, including what matters require unanimous consent or a special majority.

Types of Company Resolutions in New Zealand (Board vs Shareholders, Ordinary vs Special)

Before you copy and paste a template, it helps to know what type of resolution you’re drafting - because the wording, signing requirements, and thresholds can be different.

1. Directors’ Resolution vs Shareholders’ Resolution

Directors’ resolutions are used for decisions within the directors’ management powers (day-to-day control and strategic decisions).

Shareholders’ resolutions are used for decisions that belong to the owners of the company - often big structural decisions.

Where people get tripped up is assuming directors can approve everything. In reality, a constitution, shareholder agreement, or the Companies Act can require shareholder approval for certain matters.

2. Meeting Resolution vs Written Resolution

Resolutions can be passed:

• At a meeting (board meeting or shareholders’ meeting), recorded in minutes; or
• As a written resolution signed by the required people.

For small businesses, written resolutions are usually the most practical - you can circulate the document, get signatures, and file it in your company records without organising a formal meeting.

Just make sure you’re following your company’s rules (and the Companies Act) around notice, voting thresholds, and signing - especially if not everyone is on the same page.

3. Ordinary vs Special Shareholders’ Resolutions

Shareholder resolutions are commonly categorised as:

• Ordinary resolutions: generally passed by a simple majority (unless your constitution or shareholder arrangements require a higher threshold); and
• Special resolutions: generally require a higher threshold (often 75%), and are used for more significant decisions (such as constitution changes).

The Companies Act 1993 and your constitution can affect what threshold applies. If you’re unsure, it’s worth checking before you rely on a company resolution template New Zealand search result - the wrong threshold can create validity issues.

How To Draft a Company Resolution (Step-By-Step)

A good resolution is clear, specific, and easy for a third party to understand later. You’re aiming for a document that answers: who decided, what they decided, when, and under what authority.

Step 1: Identify the Company Correctly

Start with the legal name of the company and its NZBN/company number (if you have it handy). Many organisations will cross-check this.

Step 2: Choose the Correct Resolution Type

State whether it’s a:

• Directors’ resolution; or
• Shareholders’ resolution.

Also clarify whether it’s a written resolution (most templates are).

Step 3: Date the Resolution

This seems obvious, but it’s one of the most common omissions. The effective date can matter for:

• Contract start dates
• Bank signatory changes
• Share issues and cap table updates
• Compliance deadlines

Step 4: Add Recitals (Optional, But Helpful)

Recitals are short background statements like “A. The Company wishes to open a bank account with [Bank Name].”

They’re not strictly required, but they can make the resolution much easier to understand later - especially during due diligence or if there’s a dispute.

Step 5: Write the Resolution Clauses Clearly

The resolution itself should be written as numbered items with clear verbs, like:

• “RESOLVED that…”
• “The directors approve…”
• “The shareholders authorise…”

If you’re approving an agreement, include:

• the name of the agreement
• the other party’s name
• the key commercial terms (where relevant)
• authority for someone to sign on behalf of the company

Step 6: Include Signing Authority

Most resolutions will include a clause authorising a person (or people) to sign documents and take steps to implement the decision.

This is especially important when:

• a bank needs to know who can sign forms
• a contract counterparty wants proof the signatory had authority
• you’re dealing with multiple directors

Step 7: Execution (Signatures)

Make sure the right people sign, and that the signature blocks match the role they are signing in (director vs shareholder).

Also think about practicalities like witnessing. For some documents you may need a witness, and it’s worth confirming who can witness a signature in New Zealand so you don’t have to redo paperwork later.

Company Resolution Template New Zealand (Simple Copy-And-Paste)

Below is a simple company resolution template New Zealand companies often use as a starting point. You should tailor it to your company, your constitution, and the specific decision.

Template 1: Directors’ Written Resolution (General)

Template 2: Sole Director Resolution

Template 3: Shareholders’ Written Resolution (Ordinary)

Template 4: Shareholders’ Written Resolution (Special)

Quick tip: If you’re approving a major legal document (like a lease, shareholder changes, or a capital raise), it’s worth having the resolution reviewed at the same time as the underlying document. The resolution often needs to match what your other documents require.

Common Mistakes To Avoid When Using a Company Resolution Template

A template is a great starting point, but the risks usually show up later - when you’re asked to prove the decision was valid, or when someone challenges it.

Here are some common mistakes we see small businesses make:

1. Using the Wrong Decision-Maker (Directors vs Shareholders)

If a matter requires shareholder approval (because of the Companies Act, the constitution, or your shareholder agreement) and you only pass a directors’ resolution, that decision could be challenged.

This is particularly important when you’re dealing with ownership changes. If you’re changing who owns the company (or issuing shares), your documentation should be consistent across your resolutions and your transaction paperwork - including any change in company ownership steps and share documentation.

2. Being Too Vague

“RESOLVED that the Company approves the agreement” isn’t very helpful if you sign multiple agreements that year.

A good resolution specifies:

• the agreement name
• the parties
• the date (or attach a copy as an annexure)

3. Forgetting to Authorise Someone to Sign

Even if the company approves a transaction, you still need to authorise an individual to execute it.

This is one reason banks and counterparties often ask for resolutions - they’re checking who has authority to bind the company.

4. Not Checking Your Constitution or Shareholder Agreement

Your Company Constitution and any Shareholders Agreement may contain extra requirements, such as:

• reserved matters that require unanimous consent
• notice requirements for meetings
• director quorum rules
• signing requirements (including whether written resolutions must be unanimous or can be approved by a specified majority)

If you skip those rules, you can end up with an approval that looks fine on paper but doesn’t actually comply with your own governance documents.

5. Not Storing Resolutions Properly

Resolutions should be stored with your company records (and be easy to retrieve). This becomes crucial when you:

• apply for finance
• bring in investors
• sell the business
• deal with a shareholder dispute

If you’re preparing for a sale, clean company records (including resolutions) can make your legal due diligence process much smoother - and reduce the back-and-forth that slows deals down. If you’re at that stage, a business sale checklist is a useful way to sanity-check what you’ll be asked for.

Key Takeaways

• A company resolution is a formal record of a company decision, usually made by directors or shareholders, and it helps prove decisions were properly approved.
• Using a company resolution template New Zealand businesses can copy-and-paste is a good starting point, but you still need to tailor it to your company’s constitution, shareholder arrangements, and the specific decision.
• Common decisions that should be documented with resolutions include approving major contracts, appointing directors, opening bank accounts, borrowing, issuing shares, or making structural company changes.
• The biggest risks come from using the wrong type of resolution, being too vague, forgetting signing authority, or not following the rules in your Company Constitution or Shareholders Agreement.
• Keeping organised company records (including signed resolutions) will save you time and stress when you’re raising capital, dealing with banks, or selling your business.

If you’d like help preparing or reviewing a company resolution (or making sure it matches your company structure and governance documents), you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.