Op­tions for gov­er­nance en­ti­ties

Kapi-Mana News - - WHAT’S ON - ALAN KNOWSLEY

Reg­is­tered with the Reg­is­ter of In­cor­po­rated So­ci­eties (and Char­i­ties Ser­vices in some cases).

Trus­tees can in­cor­po­rate as a Char­i­ta­ble Trust Board to al­low the Board to con­tract on its own, oth­er­wise the trus­tees con­tract in their own names on be­half of the Trust.

Gov­ern­ing doc­u­ment is its trust deed, which is reg­is­tered with the Regis­trar of In­cor­po­rated So­ci­eties and pub­li­cally avail­able.

Likely to be phased out as an op­tion for new or­gan­i­sa­tions within the next few years by the pro­posed changes to the In­cor­po­rated So­ci­eties Act.

The trus­tees run the trust to ben­e­fit the ben­e­fi­cia­ries and to fur­ther the char­i­ta­ble pur­pose.

COM­PA­NIES Key fea­tures:

Governed by di­rec­tors, who gen­er­ally have ‘lim­ited li­a­bil­ity’.

Share­hold­ers own the shares in the com­pany and have vot­ing rights and rights to re­ceive div­i­dends.

Gov­ern­ing doc­u­ment is its con­sti­tu­tion, which is reg­is­tered with the Com­pa­nies Of­fice and pub­li­cally avail­able. If there is no con­sti­tu­tion, then the Com­pa­nies Act gov­erns the com­pany in­stead.

You can en­ter into a share­hold­ers’ agree­ment (which is a pri­vate agree­ment be­tween the share­hold­ers which cov­ers things like what hap­pens if a share­holder passes away), but this is not com­pul­sory.

Can be reg­is­tered as char­i­ta­ble if it has char­i­ta­ble pur­poses (as above).

IN­COR­PO­RATED SO­CI­ETIES Key fea­tures:

Suited to not for profit or­gan­i­sa­tions where mem­bers have a com­mon in­ter­est.

Can have a char­i­ta­ble pur­pose and be reg­is­tered as char­i­ta­ble.

There is a min­i­mum num­ber of ini­tial mem­bers (15).

Governed by a set of rules, which are reg­is­tered with the Regis­trar of In­cor­po­rated So­ci­eties and pub­li­cally avail­able.

De­ci­sions are made by mem­bers at gen­eral meet­ings or by a com­mit­tee.

CON­TACT

IIf you have a le­gal in­quiry you would like dis­cussed in this col­umn please email Alan on aknowsley@rain­ey­collins.co.nzz

Sur­plus as­sets are gen­er­ally dis­trib­uted among mem­bers or to other so­ci­eties (un­less char­i­ta­ble).

The leg­is­la­tion that cov­ers these is cur­rently un­der re­view.

LIM­ITED PART­NER­SHIPS Key fea­tures:

There is one ‘‘Gen­eral Part­ner’’ and at least one ‘‘Lim­ited Part­ner’’. The Gen­eral Part­ner is in con­trol of man­age­ment of the part­ner­ship.

Gov­ern­ing doc­u­ment is a part­ner­ship agree­ment, which is reg­is­tered with the Com­pa­nies Of­fice and pub­li­cally avail­able.

The Lim­ited Part­ner must not take part in man­age­ment of the Lim­ited Part­ner­ship.

Can be reg­is­tered as char­i­ta­ble if its pur­poses are char­i­ta­ble. Make sure you get ad­vice from your lawyer and ac­coun­tant if you are un­sure about what en­tity is best for your sit­u­a­tion. This will en­sure you ob­tain the max­i­mum ben­e­fit the dif­fer­ent en­ti­ties can pro­vide.

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