Articles of Association review for NZ companies

This service is commonly used by companies that have grown, taken on investors, changed directors, altered share rights, or simply not looked at their constitution for a long time. It can also be useful before a capital raise, internal restructure, shareholder change, or governance clean-up. In many cases, the Articles were adopted early and no longer match how decisions are actually made in practice. A review helps identify whether the current rules still fit the company's ownership, voting arrangements, director powers, and administrative processes before those issues become more expensive to fix.

We usually look for clauses that are outdated, internally inconsistent, hard to operate in practice, or no longer aligned with the company's current structure. That might include issues around director decision-making, shareholder approvals, share transfers, pre-emption rights, different share classes, notice requirements, or how meetings and written resolutions are handled. We also consider whether the document still works alongside any shareholders agreement or more recent company records. The legal position depends on how the company operates in practice, so the review is not just about the wording on paper but whether those rules still make sense for the business now.

You will receive a legal review of the existing Articles and a written summary of the main issues we identify, together with recommendations on what may need to change. In some matters, the next step may be a limited set of amendments. In others, a fuller rewrite may make more sense if the document is heavily outdated or has been patched over time. We can also explain how the Articles interact with your current governance arrangements so you have a clearer basis for deciding whether to amend, replace, or leave particular clauses as they are.

The core service is the review and advice. If, after the review, you want amendments or a replacement constitution drafted, that can usually be scoped as follow-on work. This approach is often helpful because it lets you understand the issues first, rather than paying for changes before the priorities are clear. Some clients only need targeted updates to a few clauses, while others need a broader refresh because the current document no longer reflects the company's ownership or governance model. Ongoing representation after the review is not included unless we include it in your quote.

Once you provide the current Articles and some background on the company structure, we review the document and assess the main legal and practical issues it raises. We then give you written feedback and talk through the recommendations, including whether the issues are minor drafting points or signs that more substantial changes may be needed. Timing depends on the length and complexity of the document and whether there are related governance documents to consider. If you decide to move ahead with amendments after the review, we can outline a separate next step for that work.

Just submit an enquiry via this page or click the 'get started' button on our website to submit an enquiry. After you've submitted an enquiry, one of our legal consultants will review your enquiry within 1 business day and get in touch to get a better idea of exactly what you are looking for.

Then your legal consultant will send through an email with a bit more information about the services you need, along with a fixed fee quote setting out costs, scope of the service and timing. Have a read through it, and if you're happy with the scope, you can accept and sign our engagement letter online - easy!

Once you've formally accepted, we'll connect you with a specialist lawyer and they will work with you to complete your project. They will contact you by email or phone if they need to get in touch.

Sprintlaw works on fixed-fee pricing wherever possible, so you can review the scope and cost before you decide whether to proceed. For the Articles Of Association Review service, pricing starts from $900.00.

After you enquire, a legal consultant will confirm what is included, the expected timing and whether any extra work is needed before you engage us.

We operate completely online, which means we can help you wherever you are in New Zealand. We have office spaces in Sydney, and in Melbourne, but our use of technology allows our team members to work remotely from around the world. Our legal team are mostly based in Sydney, Melbourne, Brisbane and Perth. We also have a London office for Sprintlaw UK.

Our legal team is made up of experienced lawyers, who are specialists in various areas of law and hold an Australian legal practising certificate. None of our Sprintlaw lawyers are New Zealand qualified lawyers and they do not currently hold a New Zealand practising certificate.

They provide legal services working remotely from Australia via our 'legal consultancy' model, through which (under section 6 and section 35 of the New Zealand Lawyers and Conveyancers Act 2006) our Australian legal team are permitted to provide legal services to New Zealand businesses provided they do not provide services in certain 'reserved' areas of law. You can read our FAQ page to learn a bit more about our 'legal consultancy' model.

Given the strong similarities between Australian and New Zealand law, and the areas of law in which we practice (being small business and startup law), we do not view the fact that our lawyers have not qualified in New Zealand as having any substantive impact on the quality of our service. We are committed to ensuring that we provide high quality, affordable legal services to all our New Zealand clients.

Our legal team have all trained at leading firms, but have left the traditional corporate law world to join us on our mission to create a new and better way of delivering legal services. They have specialist expertise in technology law, intellectual property law, contract drafting and review, corporate law and commercial law.