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An outdated constitution can create uncertainty around whether decisions have been made properly, who can sign, and what internal approvals are required.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.

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 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 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.