Constitution for New Companies
A Constitution is an essential and crucial document that regulates your company's activities and the relationship between your company's directors and shareholders. This Constitution is a simplified version appropriate for new companies.
4.8 (8 reviews)
Last updated January 14, 2025
Under 5 minutes
Suitable for Australia
Written by
Edwin Montoya Zorrilla
Reviewed by
Damin Murdock
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?
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
The Legal Risk Score of a Constitution for New Companies Template
Our legal team have marked this document as medium risk considering:
- The document allows the Board considerable discretion in managing the company's affairs, including determining remuneration and issuing shares, which could lead to decisions that may not align with all shareholders' interests.
- The document does not specify procedures for conflict resolution among directors or between shareholders and directors, which might lead to unresolved disputes impacting the company's operations.
- The powers given to the Board to refuse registration of share transfers can potentially be used to block changes in the control or influence of the company, which might discourage new investors or affect the liquidity of shares.
Constitution for New Companies Checklist
Complete your free Constitution for New Companies with our checklist
Review by Legal Professional
Ensure the document is reviewed by a legal professional to confirm that all provisions comply with current laws and are appropriate for the specific needs of the company.
Board and Shareholder Approval
Present the document to the Board of Directors and the shareholders for approval, ensuring all parties are informed and agree with the terms outlined.
Proper Filing and Record Keeping
File the document appropriately within company records and with any relevant regulatory bodies to ensure legal compliance and future reference.
Complete Company Registration
Carry out the remaining steps and liaise with ASIC.
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