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 members. Company constitutions specify the rules governing the directors and shareholders in relation to the operations of a company. This constitution is drafted for a non-for-profit proprietary company limited by guarantee, which tend to be small companies.

This document has been adapted from an ACNC template, with changes made to the formatting of the document. For extensive guidance notes on NFP requirements and on using this constitution, see the ACNC guide.

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 NFP company is run and governed.

• You have chosen not to adopt the Replaceable Rules provided by the Corporations 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;
• Meeting governance;
• Provisions to meet the legal requirements for NFPs;
• Voting procedures; and
• Directors and the company secretary.

Further information

• What Is A Company Limited By Guarantee?