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We usually look for clauses that are outdated, internally inconsistent, hard to operate in practice, or no longer aligned with the company's current structure.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 In others, a fuller rewrite may make more sense if the document is heavily outdated or has been patched over time.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.

Submit an enquiry on this page or click 'Get started'. One of our legal consultants will review it within 1 business day and get in touch to understand what you need.

Your consultant will then email you a fixed-fee quote setting out the cost, scope and timing. If you're happy with it, you can accept the quote and sign our engagement letter online.

Once you've accepted, one of our Australian-qualified lawyers will work with you to complete your project. They'll contact you by email or phone if they need anything.

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 work online, so we can help wherever you are in New Zealand. Our team works remotely, mainly from Australia.

Your work is done by our Australian-qualified lawyers, who hold Australian practising certificates and specialise in business law. None of them are New Zealand lawyers or hold a New Zealand practising certificate.

Sprintlaw NZ Limited is a legal consultancy, not a law firm, and is not regulated by the New Zealand Law Society. We don't act in court or tribunal matters, conveyancing (including leases and business sales) or other reserved areas of work. Communications with Sprintlaw are unlikely to be protected by legal professional privilege. We still keep everything confidential under our engagement letter.