Updating the constitution of an overseas company

How to amend or revoke your constitution

When your constitution changes, you must let us know within 20 working days. There’s no charge and you can do it online. If your company is incorporated in Australia, you only need to make the change there.

Changes you can make

You can:

  • file a new or amended constitution
  • revoke a constitution.

If your company is incorporated in Australia

If your company is incorporated with the Australian Securities & Investments Commission (ASIC), you don’t need to advise us if you update your constitution.

The Australian Securities and Investments Commission (ASIC), and the New Zealand Companies Office exchange information electronically. If you update your constitution on the ASIC register, the New Zealand register is updated automatically. 

How to update your constitution

To update your constitution, you must have:

  • a RealMe® login
  • an online services account with the Companies Register
  • authority to act for your company.

Setting up your online services account

Granting company authority to update records

Log in to your online services account and follow these steps. 

  1. Search for the company using the company name, company number or New Zealand Business Number (NZBN).
  2. From the search results, select the name of the company.
  3. Using the My tools button, display a menu of options.
  4. Choose Constitution — this shows under the Save column in the menu.
  5. Select Browse or Choose file to upload a constitution and a translation of your constitution if it's not in English.
  6. Enter the date you changed the constitution.
  7. Select Submit.
Add or update a constitution  

All help topics

Before you start a company 7 guides

Get an overview of how companies are structured, find out about the company records you need to keep, and what's involved when you incorporate with and report to the Companies Office.

Starting a company 11 guides

You need to comply with New Zealand laws when you incorporate your company with the Companies Office, including reserving a company name, appointing directors, issuing shares and registering for tax.

Keeping company details up to date 13 guides

Once your company is registered with the Companies Office, nominate who will have authority to file your annual returns, and update your name, address, constitution, director and shareholder details.

See all 13 guides for Keeping company details up to date

Shares and shareholders 7 guides

When you incorporate, you must provide details of all company shares and shareholders. As changes occur, you must update this information on your own share register and in your company's annual return.

Company directors 8 guides

Directors have responsibilities to their company and shareholders, and under the Companies Act 1993. You must register all your directors with the Companies Office and they must sign a consent form.​

Filing annual returns 8 guides

Find out about filing an annual return — the information you need to update, how to change your filing month or request a time extension — and what happens if you don't file your annual return by the due date.

Complying with the law 11 guides

Find out how New Zealand law affects the directors and shareholders of your company, and your responsibility to create and maintain accurate company records, report to us and file financial statements.

Financial reporting 7 guides

​Some large New Zealand and overseas companies, and all FMC reporting entities must submit audited annual financial statements to the Companies Office.

Managing an overseas company in New Zealand 11 guides

Before they can carry out some business activities, companies incorporated in other countries, including Australia, must register with the Companies Office and then keep their company details up to date.

Closing a company 11 guides

When your company closes down you need to remove it from the register. Your company can be removed if it amalgamates with another company or doesn't file its annual return.

Restoring a company to the register 4 guides

Only some companies can be reinstated to the Companies Register once they've been removed. Find out who can apply, what evidence to provide and if you should apply to the Registrar or the High Court.

When your company fails 9 guides

Find out about voluntary administration, receivership and liquidation (external administration), and the roles and responsibilities of those appointed to manage your company's affairs.

Managing your online account 8 guides

Creating an account with the Companies Office allows you to complete the majority of your transactions online. It's free to set up, but fees apply for some transactions, such as filing annual returns.

Getting support to use the Companies Register 8 guides

Get help with any technical problems you have using the register, such as uploading documents or searching for companies, directors and shareholders.