Set the ground rules for how your company is run

Default rules can be enough for some simple companies, but they may not reflect how the owners actually want the business to operate. A constitution lets you set clearer internal rules on matters such as director decision-making, shareholder approvals, pre-emptive rights on share transfers and meeting procedures. That can be particularly useful where there is more than one owner, outside investment is expected, or the founders want more structure around governance from the outset. It is about choosing your own framework rather than relying only on the statutory baseline.

A constitution commonly deals with the issue and transfer of shares, voting rights, director appointment and removal, board powers, shareholder meetings, notice requirements, dividend settings and procedures for passing resolutions. Some constitutions also include rules for different share classes or restrictions on how ownership can change. The exact content depends on the company structure and the level of control the parties want to record. The aim is to capture the practical governance settings that will matter once the company starts operating and growing.

The drafting usually turns on who owns the company, whether there are multiple directors, whether different shareholders will have different rights, and how formal the decision-making process needs to be. We also look at whether outside investors may come in later, whether share transfers should be restricted and whether there are any related governance documents already in place. Those details matter because a constitution for a sole-founder company can look very different from one for a business with several founders and planned investment rounds.

Sometimes a template is used as a starting point, but it may not deal well with the ownership and control issues that matter once a business has more than one stakeholder. Generic wording can leave gaps around director powers, transfer restrictions or voting thresholds, or include clauses that do not suit your actual structure. A tailored constitution is usually more useful where founders want clarity on how the company will be run and what happens if ownership changes. It can also sit more neatly alongside other governance documents.

Timing depends on how settled the governance position is at the start. If the ownership structure and key decision-making settings are already clear, the drafting process is usually more straightforward. If there are unresolved questions about share rights, board control or transfer restrictions, extra time may be needed to settle the instructions before the document is finalised. After drafting, there is a round of amendments to refine the wording. The fixed-fee covers the constitution work described on this page, not ongoing governance advice after completion.

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 Company Constitution 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.