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Constitution (Proprietary Company)

A Constitution (Proprietary Company) is an essential and crucial document that regulates your company's activities and the relationship between your company's directors and shareholders.

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Document Overview

A constitution is an essential and crucial document that oversees the activities of your company as well as the relationship of your company’s directors and shareholders. Company constitutions specify the rules governing the directors and shareholders in relation to the operations of a company. This constitution is drafted for a proprietary company limited by shares. Public company constitutions must follow different rules.

Constitutions may operate alongside or overrule the replaceable rules contained in the Corporations Act 2001 (Cth). For more information, see Company Constitution or Replaceable Rules?

This constitution has optional wording to make the constitution compatible with a shareholders' agreement. Lawpath provides a shareholders' agreement template compatible with this constitution.

Use this Constitution if:

  • You want to decide how your company is run and governed.

  • You have chosen not to adopt the Replaceable Rules provided by the Corporation Act.

  • You want a more tailored and customisable internal governance approach.

What does the Constitution cover?

The following list are some of the main areas that the company constitution will address:

  • The company’s structure;

  • The issue of shares;

  • Transfer of shares;

  • Share certificates;

  • Meeting governance;

  • Voting procedures;

  • Directors;

  • Company secretary; and

  • Dividends.

Further information


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