NZVIF Company Constitution

NZVIF Company Constitution

Style Number: COM00004

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Key details

Number of variables: 70

Time to complete: Under 5 minutes if starting from scratch.  If using the answer file from the term sheet, much quicker.

Last updated by NZVIF: 23 December 2015

Last updated by LawHawk: May 2016

Drafted by: NZVIF

Other details

This document combines the standard New Zealand Venture Investment Fund ("NZVIF") constitution for ordinary shares and the NZVIF constitution for preference shares (referred to on the NZVIF website as "Protected Ordinary Shares"). Un-automated versions of these documents can be found on the NZVIF website.

Note, in the course of preparing this document LawHawk noted that there are differences between the related NZVIF term sheet and the constitution. Changes have been made to each, in order to attempt to reconcile them.  LawHawk recommends that you check each document carefully, and do an electronic document compare against the versions on the NZVIF website to be certain of seeing how the document has been compiled and differs from the NZVIF standard.

The interview will allow you to quickly capture the name and number of the company, and details of the Subscription and Shareholders' Agreement ("SASA") that sits alongside it.  As well as the date of the SASA, you can very quickly enter the names of all parties to the SASA. 

Because the Constitution combines the existing in NZVIF constitutions for ordinary shares and preference shares, you can choose which version you want from a simple multi choice question.  If preference shares are selected, there are a range of further details which you can easily capture and choose between, including details about the preferred dividend rate and the preference shareholders' ongoing rights to participate in further dividends and residual balances, and whether the preference shares will automatically convert to ordinary shares in certain circumstances.

You can select if the options for drag along and tag along apply and, if they do, what thresholds apply.