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Constitution for a B Corporation (Proprietary Company)

A Constitution is an essential and crucial document that regulates a company's activities and management.


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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. This constitution has been drafted with additional clauses in order to make it compatible with the requirements of B Lab's B Corporation certification. In addition to these clauses, the company must also comply with the following two requirements:

  • it must have been in operation for more than 12 months; and
  • it must not have deductible gift recipient status.

For more information, see the B Corporation website.

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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