Constitution

Constitution of STARTMEUP.NZ LIMITED #

1. Company Name #

The name of the company is STARTMEUP.NZ LIMITED.

2. Type of Entity #

The company is registered under the Companies Act 1993 as a New Zealand Limited Company.

3. Purpose #

The company exists to empower purpose-driven founders based in Aotearoa New Zealand by removing technical barriers to entry. It is guided by the spirit of tautoko, a Māori concept that means to support, encourage, and uplift. The company provides ethical, sustainable, and open digital infrastructure and consulting to early-stage startups. Its goal is to foster innovation that contributes to a resilient, inclusive, and sustainable New Zealand economy.

4. Charitable Intention #

The company intends to apply for charitable status within 12 months of incorporation. Until that time, the company will be governed as a for-purpose entity, and directors will act in accordance with the charitable mission.

5. Powers #

The company has the rights, powers, and privileges of a natural person, subject to the Companies Act 1993 and this Constitution.

6. Board of Directors #

  • The company must have at least one director.
  • Directors may be appointed or removed by an ordinary resolution of the shareholders.
  • The directors may regulate their own procedures, including quorum and voting, unless otherwise specified.

7. Share Structure #

  • The company is authorised to issue 1,000 ordinary shares unless resolved otherwise by the shareholders.
  • Only ordinary shares may be issued unless amended by special resolution.
  • The Board may issue shares to new or existing shareholders with approval of a majority of shareholders.
  • The Company may offer newly issued shares to existing shareholders proportionally, unless otherwise resolved unanimously.
  • Share transfers must be approved by the Board.
  • If a shareholder resigns from the Board or ceases involvement with the Company, the Company may buy back their shares on terms approved by the Board and compliant with the Act.

8. Decision-Making #

The directors must consider:

  • The company’s charitable and ethical purpose
  • The long-term benefit of its mission-aligned stakeholders
  • Transparency and inclusion in major decisions

9. Amendments #

This Constitution may be amended by a special resolution of shareholders.

10. Distributions #

Until the company is registered as a charity, it may retain or reinvest surpluses. No dividends or distributions will be paid unless expressly resolved by the Board in accordance with its charitable objectives.

Proposed by the founding director and shareholders to be adopted by 6th July 2025.