Types of Corporate Resolutions for NZ Companies

If you run a company in New Zealand (or you’re about to set one up), you’ll hear the term corporate resolutions come up sooner rather than later.

At first, it can feel like boardroom paperwork that only matters to big corporates. But for small businesses, corporate resolutions are often the exact thing that helps you make decisions cleanly, prove what was agreed, and avoid messy disputes down the track.

Whether you’re opening a new bank account, signing a commercial lease, issuing shares to a new investor, or approving a major purchase, you’ll often be asked for a resolution as evidence that the company has properly authorised the decision.

This article provides general information about NZ company governance only and isn’t legal advice. Because the right approval process can depend on your constitution, share structure, and any shareholders’ agreement, it’s worth getting advice for important decisions.

Below, we break down what corporate resolutions are, the main types used in NZ companies, when you need them, and how to make sure yours actually holds up when it matters.

What Are Corporate Resolutions (And Why Do They Matter)?

A corporate resolution is a formal record that a company has made a decision in the proper way, by the proper decision-makers.

Think of it as the company’s paper trail that shows:

• What was decided (eg approving a contract, appointing a director, borrowing money)
• Who made the decision (eg directors, shareholders)
• When it was made
• That the decision followed the company’s rules (Companies Act 1993, and your constitution if you have one)

This is useful internally (so everyone’s clear on what was agreed), but it’s also very practical externally. Banks, investors, accountants, landlords, and even counterparties to contracts commonly request a copy of a resolution before they’ll proceed.

Corporate Resolutions vs Everyday Business Decisions

Not every choice your business makes needs a resolution.

For example, day-to-day operational decisions (ordering stock, scheduling staff, small routine purchases) are usually made under existing delegated authority and don’t require formal documentation.

But when a decision is strategic, high value, legally significant, or changes the company’s structure, that’s where corporate resolutions come in.

What Law Applies In New Zealand?

In NZ, corporate decisions and governance are primarily governed by the Companies Act 1993, plus:

• your company’s constitution (if you have one)
• any shareholders’ agreement
• general director duties (including duties to act in good faith and in the best interests of the company)

If your company is growing, raising funds, or bringing in multiple owners, having a well-drafted Company Constitution and a clear Shareholders Agreement makes it much easier to work out who can approve what (and what process you need to follow).

Types Of Corporate Resolutions In NZ Companies

When people talk about corporate resolutions, they’re usually referring to a few common categories. The right type depends on:

• who has the power to make the decision (directors or shareholders)
• what your constitution says
• what the Companies Act requires for that kind of decision
• whether you need a simple majority or a higher threshold (eg a special resolution)

1. Directors’ Resolutions (Board Resolutions)

A directors’ resolution is a decision made by the company’s board (or sole director). In most small businesses, directors are the people actually running the company day-to-day, so this is one of the most common corporate resolutions you’ll use.

Common examples include:

• approving entry into a contract
• approving a major purchase or business expense
• opening or changing bank accounts and signatories
• approving borrowing, finance, or granting security
• appointing a company secretary (if relevant) or other officers
• approving a transfer of company property

In many NZ companies, the directors can make decisions either at a meeting or by signing a written resolution (more on that below).

If you want your resolution to be fit-for-purpose (and accepted by banks and counterparties), it’s usually worth using a proper Directors Resolution format rather than a quick email chain.

2. Shareholders’ Resolutions

A shareholders’ resolution is a decision made by the owners of the company (the shareholders). Shareholder approval is typically needed for bigger structural decisions that go beyond day-to-day management.

Common examples include:

• adopting, changing, or revoking a constitution
• approving major transactions (depending on the Companies Act thresholds and your constitution)
• approving certain share issues (depending on your rules and pre-emptive rights)
• appointing or removing directors (depending on the company’s governing documents)
• approving a company sale or restructure in some situations

It’s also common for investors to require shareholder approval for reserved matters under a shareholders’ agreement (for example, issuing new shares, borrowing above a certain amount, or selling key assets).

3. Ordinary Resolutions

An ordinary resolution usually means a resolution passed by a simple majority (more than 50%) of the votes cast by those shareholders entitled to vote and who do vote, unless your constitution or agreement requires something different.

Ordinary resolutions are often used for decisions that are important, but not considered fundamental changes to the company.

Exactly when an ordinary resolution is required depends on the Companies Act, your constitution, and your shareholder arrangements. If you’re not sure what threshold applies, it’s a good idea to get advice before you circulate a resolution and assume it’s valid.

4. Special Resolutions

A special resolution is a higher-threshold shareholder resolution. Under the Companies Act 1993, it generally requires 75% of the votes cast by shareholders entitled to vote and voting on the resolution (unless your constitution sets a higher threshold).

Special resolutions are typically required for more significant changes, like:

• major changes to the constitution
• certain types of company reorganisations
• approving major transactions in situations where the Act requires it

For small businesses with multiple owners, this threshold matters because it can effectively give minority shareholders certain protections (and it can prevent one person from making major changes unilaterally).

5. Written Resolutions (Instead Of Meetings)

A written resolution is a resolution signed (or otherwise formally agreed) without holding a meeting.

This is extremely common for small NZ companies, especially where:

• there’s a sole director or small board
• shareholders are aligned and just want decisions documented
• you need quick approval to meet a deadline (eg a bank’s document turnaround)

Written resolutions can be practical and efficient, but they still need to comply with the right process. For example, in NZ:

• Directors: written resolutions are commonly expected to be unanimous (signed by all directors entitled to vote), unless your constitution provides otherwise.
• Shareholders: written resolutions can often be passed with 75% of voting rights signing (or a higher threshold if your constitution requires it), and you still need to ensure the correct resolution type (ordinary vs special) is used for the decision.
• you should include the full resolution wording (not just “approved”)
• you should file and record the signed resolution properly in the company’s records

When Do You Actually Need Corporate Resolutions?

One of the most common questions we hear is: “Do we really need a formal resolution for this?”

Practically, you’ll usually need corporate resolutions in two situations:

• When the law or your company rules require it (eg shareholder approval for certain actions)
• When a third party demands it (eg a bank, landlord, or investor wants proof the company has authorised someone to sign)

Common Situations Where Corporate Resolutions Come Up

Here are some real-world examples that pop up for NZ small businesses:

• Entering a lease: a landlord may want a directors’ resolution approving the lease and authorising signatories (and this is also a good time to get a Commercial Lease Review so you know what you’re signing).
• Raising capital or issuing shares: you’ll often need director and/or shareholder approvals, plus supporting documents.
• Changing ownership: whether you’re bringing in a new owner or reorganising equity, documentation matters (including properly handling Share Transfers).
• Appointing or removing directors: this often needs shareholder action and Companies Office updates.
• Borrowing money or granting security: lenders may want board approvals and evidence of authority.
• Signing a major contract: especially where it’s long-term, high value, or outside the usual course of business.
• Approving related-party transactions: for example, if the company is paying a director, buying an asset from a shareholder, or entering a deal with a related entity.

A Quick Note On Delegations And Authority

In many companies, directors can delegate certain signing powers to a director, manager, or employee. But the cleaner your internal authority is, the easier it is to show the outside world that the company is protected.

That might mean:

• a directors’ resolution appointing bank signatories
• a clear internal approval policy for spending and contracts
• keeping a decision register so you can find approvals quickly

Good governance doesn’t have to be complicated - it’s about making sure decisions are traceable and defensible.

How To Pass A Corporate Resolution Properly (Without Overcomplicating It)

Corporate resolutions sound formal, but the actual process can be pretty straightforward if you follow a simple checklist.

Step 1: Identify Who Needs To Approve The Decision

Start by checking whether the decision is for:

• directors (management decisions), or
• shareholders (ownership/structural decisions), or
• both (common in funding rounds, major transactions, or constitutional changes)

If you’ve got a constitution and shareholders’ agreement, check those too - they often contain reserved matters that require shareholder sign-off even if the Companies Act wouldn’t strictly require it.

Step 2: Confirm The Voting Threshold

Next, work out whether you need:

• a majority of directors (for a board resolution passed at a meeting, subject to your constitution)
• an ordinary resolution of shareholders (generally more than 50% of votes cast)
• a special resolution of shareholders (generally 75% of votes cast)
• unanimous approval (sometimes required, and commonly relevant for directors’ written resolutions unless your constitution says otherwise)

This is a common place where companies accidentally get it wrong - especially where there are different share classes, investor veto rights, or tailored voting rules.

Step 3: Decide Whether You’ll Hold A Meeting Or Use A Written Resolution

If you’re time-poor (and most small business owners are), written resolutions can be the most efficient option.

But meetings can still be useful when:

• there’s disagreement or negotiation needed
• the decision is sensitive (eg disputes between owners)
• you need a clear record of discussion and context

Step 4: Draft The Resolution Clearly

Your resolution should be specific enough that a third party can understand what’s been approved, and who is authorised to act.

For example, if you’re approving a lease, your resolution should usually cover:

• the parties (company name and landlord name)
• the premises address
• authority to sign (who can sign on behalf of the company)
• any key limits or conditions (eg up to a certain rent or term)

If your resolution is vague, a bank or counterparty may reject it - and you’ll lose time going back and forth.

Step 5: Sign, Store, And Update Your Company Records

Corporate resolutions aren’t just for the moment you sign them. They need to be stored in the company’s records so you can produce them later (for due diligence, audits, disputes, or a future sale).

Good record-keeping is also part of protecting directors and shareholders. If there’s ever a question about who approved what, the resolution can be the difference between a clean explanation and a stressful argument.

Common Mistakes With Corporate Resolutions (And How To Avoid Them)

Most issues with corporate resolutions aren’t about bad intentions - they happen because business owners move fast (which is usually a good thing), and the paperwork lags behind.

Here are some common mistakes we see, and what to do instead.

Using The Wrong Type Of Resolution

Example: You use a directors’ resolution for something that actually requires shareholder approval (or a special resolution).

Why it matters: the approval may be invalid, which can cause serious problems if a transaction is challenged later.

What to do: confirm governance requirements early, particularly for share issues, constitutional changes, and major transactions.

Not Following Your Constitution Or Shareholder Arrangements

If your constitution (or shareholders’ agreement) says certain matters require shareholder consent, you can’t ignore that just because directors are comfortable proceeding.

This is where having your governance documents properly aligned is important - and if you don’t have them yet, putting them in place early can save a lot of headaches later. For many companies, that starts with a tailored Company Constitution and a clear Shareholders Agreement.

Forgetting To Record Conflicts Of Interest

Sometimes the company is making decisions where a director has a personal interest (for example, the company contracts with a director’s other business, or buys an asset from a shareholder).

Why it matters: directors in NZ have duties when acting for the company, and conflicts should be managed carefully. Even if the deal is fair, failing to document disclosures and approvals can look messy later.

What to do: record disclosures and approvals properly, and get advice if it’s not clear whether the transaction needs additional sign-offs.

Not Having The Right Supporting Documents

A resolution is often just one part of the puzzle.

For example:

• If you’re hiring staff, the resolution won’t replace having a solid Employment Contract.
• If you’re collecting customer data, good governance should include having a compliant Privacy Policy (especially under the Privacy Act 2020).

Resolutions are about authorisation - you still need the right legal documents and compliance framework around the decision.

Relying On Informal Messages Instead Of A Resolution

“We all agreed in Slack” or “it was in an email thread” might reflect what happened, but it’s not always what third parties (or courts) will accept as proper corporate authorisation.

What to do: for major decisions, formalise it. It’s usually quick, and it’s a strong risk-management move.

How Corporate Resolutions Fit Into Your Bigger Legal Setup

Corporate resolutions work best when they’re part of a broader, well-organised legal foundation.

If you’re setting up or scaling a company, your core documents often include:

• a constitution (rules for how your company operates)
• a shareholders’ agreement (how owners make decisions, what happens if someone leaves, reserved matters, disputes)
• clear director and shareholder decision-making processes (including a resolution register)
• key commercial agreements (customers, suppliers, contractors)
• employment documentation and workplace policies (if you employ staff)
• privacy compliance (if you collect personal information)

If you’re making a lot of decisions quickly - raising funds, buying assets, changing ownership, entering leases - it’s normal to feel like the admin stacks up.

But getting this right is one of the most practical ways to protect your business from day one, and it makes future growth (and future due diligence) much smoother.

Key Takeaways

• Corporate resolutions are formal records that show your company has properly authorised a decision, which can be crucial for banks, landlords, investors, and future due diligence.
• The most common corporate resolutions in NZ are directors’ resolutions (board decisions) and shareholders’ resolutions (owner decisions), and the right one depends on the Companies Act 1993 and your company’s governing documents.
• Ordinary resolutions typically involve a simple majority of votes cast, while special resolutions generally require 75% of votes cast (or a higher threshold if your constitution requires it) and are used for more significant company changes.
• Written resolutions are a practical option for small businesses, but they still need the correct threshold and signatories (often unanimous for directors, and commonly 75% for shareholders), clear wording, and proper record-keeping to be effective.
• Common mistakes include using the wrong approval pathway, ignoring constitution or shareholder rules, failing to manage conflicts of interest, and relying on informal emails instead of a properly documented resolution.
• Strong governance works best when your resolutions sit alongside a solid legal foundation (like a company constitution, shareholders’ agreement, and the right commercial and employment documents).

If you’d like help getting your corporate resolutions right (or setting up the governance documents that make decision-making easy as you grow), you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.