CompanyFormation&Governance
Company incorporation, constitutions, director duties, and corporate governance advice for Auckland businesses.
How we can help
Setting up a company correctly from the start is essential to long-term business success. Indus Legal assists entrepreneurs, startups, and established business owners across Auckland, Botany and South Auckland with all aspects of company formation under the Companies Act 1993 - from choosing the right business structure through to incorporation with the New Zealand Companies Office. We ensure your company is properly established with the right governance framework in place from day one.
Beyond registration, we draft bespoke company constitutions that clearly define the rights and obligations of shareholders and directors, dividend policies, share transfer restrictions, and decision-making procedures. We advise directors on their duties under the Companies Act 1993 - including the duty to act in good faith, the duty not to trade recklessly, and obligations around financial reporting and record keeping. Understanding these duties is critical, as personal liability can attach to directors who fail to comply.
For growing businesses in the Auckland region, we also provide ongoing corporate governance support, including board resolutions, annual compliance filings, share issues and transfers, constitutional amendments, and advice on company restructures or amalgamations. Whether you are incorporating a single company or establishing a group holding structure, our team delivers practical, commercially focused advice.
What we help with
- Company incorporation and registration with the New Zealand Companies Office
- Drafting tailored company constitutions to suit your business needs
- Advising directors on their statutory duties and personal liability under the Companies Act 1993
- Share issues, share transfers, and changes to company shareholding structures
- Ongoing corporate governance support, including board resolutions and annual compliance
- Company restructures, amalgamations, and voluntary liquidation advice
Frequently asked questions
Do I need a constitution for my New Zealand company?
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While it is possible to operate a company without a constitution (relying solely on the default provisions of the Companies Act 1993), this is generally not recommended for companies with multiple shareholders. A well-drafted constitution allows you to customise the rules governing your company - such as share transfer restrictions, director appointment procedures, and dividend policies - providing certainty and reducing the risk of future disputes. Indus Legal drafts constitutions tailored to each client's specific circumstances.
What are the key duties of a company director in New Zealand?
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Under the Companies Act 1993, directors must act in good faith and in the best interests of the company, exercise their powers for a proper purpose, not trade recklessly, and not agree to the company incurring obligations it cannot perform. Directors also have obligations around maintaining proper accounting records and ensuring the company meets its filing requirements. Breach of these duties can result in personal liability, fines, or disqualification from acting as a director.
Should I form a company or operate as a sole trader?
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The best structure depends on your circumstances. A company is a separate legal entity, which means it provides limited liability protection - your personal assets are generally shielded from business debts. Companies also offer tax planning flexibility and are more attractive to investors and lenders. A sole trader structure is simpler to set up but exposes you to unlimited personal liability. We work with your accountant to recommend the most appropriate structure for your Auckland business.
Ready to discuss your needs?
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