Bring your constitution into line with a sole director setup

It helps to think about this service as a practical governance update for companies whose paperwork no longer matches reality. It is commonly used where a company started with multiple directors in mind, but now has only one director making decisions. It can also be relevant after a founder departure, group restructure, investor exit or internal simplification. If your constitution still refers to board meetings, voting thresholds or signing rules that assume more than one director, that mismatch can create friction when dealing with banks, counterparties, investors or internal approvals.

The key issue is usually whether the document can actually operate sensibly with one director. We often check clauses dealing with quorum, board resolutions, chairperson voting, delegation, execution of documents, appointment and removal mechanics, and any provisions that assume multiple directors are present. We also look at whether the constitution still aligns with the company's shareholder arrangements and current ownership structure. Sometimes the problem is not one dramatic error, but several smaller clauses that become awkward or inconsistent once the company moves to a sole director model.

This service includes a legal review of the existing constitution, advice on the main sole director issues we identify, and amendments to update the constitution where needed. We also explain the practical steps that may be required to adopt the changes, such as director or shareholder approvals depending on the company's setup. The work is broader than a document-only review because it covers both the legal issues and the amendment process. It does not automatically include every other governance document your company may need, or ongoing representation after the update is completed.

An outdated constitution can create uncertainty around whether decisions have been made properly, who can sign, and what internal approvals are required. In practice, that can slow down funding, banking, contract execution or transactions involving shares. It may also create avoidable questions if a shareholder later challenges a decision by pointing to governance wording that no longer fits the company's structure. Updating the constitution will not solve every governance issue on its own, but it can remove a common source of inconsistency and make day-to-day company administration more workable.

That depends on why the sole director issue arose in the first place. Some companies simply need the updated constitution adopted and filed with their records. Others may also need related governance work, such as resolutions, shareholder consents, share transfer documents, or a review of how signing authority is described in commercial contracts and banking records. If there is a shareholders agreement in place, it is also worth checking that it still aligns with the updated constitution. We can flag those follow-on issues, but they are not automatically included in this fixed-fee service.

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 Sole Director Articles Of Association Fix 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.