Company Constitution – Proprietary Limited by Shares

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At a Glance

Company Constitution – Proprietary Limited by Shares (Australia)

About This Constitution

The Corporations Act 2001 (Cth) requires companies to have a constitution. This template is drafted for a proprietary limited company limited by shares, which is the most common company structure in Australia for small to medium businesses.

It sets out the company’s governance framework, including directors’ duties, member rights, shareholding rules, meetings, and financial reporting.

Key Features

  • Definitions and interpretation provisions

  • Appointment, powers, disqualification, and removal of directors

  • Alternate directors, managing director, and governing director

  • Directors’ meetings, quorum, written resolutions, and minutes

  • Members’ meetings, proxies, voting rights, and single-member rules

  • Issue and transfer of shares, including multiple share classes (Ordinary, A–J, and redeemable preference shares)

  • Pre-emption rights for members on share transfers

  • Rules for calls on shares, forfeiture, and lien

  • Profit reserves, interim dividends, and dividend payments

  • Company seal, execution of documents, and notices

  • Accounting records, audit, and financial year provisions

  • Winding up, distribution of assets, and member rights on liquidation

  • Indemnities for directors and officers, insurance, and confidentiality

 

Why Choose This Download?

This constitution is a professionally drafted precedent for proprietary limited companies under Australian law. It provides clarity for directors and members, ensures compliance with the Corporations Act, and establishes enforceable governance rules.

Who Should Use It?

This document is suitable for:

  • Start-ups and small to medium businesses registering as a proprietary limited company

  • Advisors assisting with company incorporations in Australia

  • Directors seeking a clear governance framework

  • Businesses needing a compliant constitution to support ASIC registration

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