Under the Companies Act 1993 (“Act”), a Company in New Zealand is required to have at least 1 Director on incorporation. The Director(s) of a Company collectively forms the Company’s Board of Directors (“BoD”).

Division of Duties: The BoD has all the powers necessary for managing, and for directing and supervising the management of, the business and affairs of the Company. However, the BoD’s powers in relation to the Company may be limited by the Act or the Company’s Article of Association (“AoA”) (in New Zealand under the Act: constitution). For example, the Act requires “major transactions” to be approved by “special resolution” (i.e. by 75% or more of the Company’s Shareholders).

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The Act provides that the BoD may delegate to a committee of Directors, a Director or employee of the Company, or any other person, any one or more of its powers except for specific powers listed in the Act (such as the power to issue Shares).

Composition: The Act requires a Company to have at least one Director, however there is no limit as to the maximum number of Directors. Among other requirements, individuals are only eligible to be Directors if they are over the age of 18 and are not an undischarged bankrupt. At least one of the Directors must live in New Zealand or live in an enforcement country and be a Director of a company that is registered in that enforcement country.

Appointment/Dismissal Competence: The initial BoD members of a Company are the persons named in the application for registration or in an amalgamation proposal of a Company from the date of the registration or the date the amalgamation proposal is effective. All subsequent Directors must be appointed by Shareholders’ Resolution passed at a General Meeting (“GM”) (an “ordinary resolution”, i.e. one passed by a majority of 50%). A Director may be removed from office at a GM called for the purpose of or for purposes that include the dismissal of the Director. A Director may also cease to hold office in several ways - for example, resigning, becoming disqualified or dying. The AoA may alter the default position under the Act and accordingly, the above is subject to any specific provisions in the AoA.

Alternates:  If the AoA of a Company allows, the Company may appoint an Alternate Director. The powers and terms of appointment of Alternate Directors will depend on the AoA and any other conditions set out in the Shareholders Resolution or notice making the appointment. The Register of Companies makes no distinction between regular Directors and Alternate Directors. Accordingly, the Registrar of Companies must be notified when an Alternate Director replaces an existing Director within 20 working days of the appointment.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in New Zealand on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Mayne Wetherell before actually changing any board members in New Zealand.