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
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Definitions and interpretation provisions
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Appointment, powers, disqualification, and removal of directors
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Alternate directors, managing director, and governing director
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Directors’ meetings, quorum, written resolutions, and minutes
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Members’ meetings, proxies, voting rights, and single-member rules
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Issue and transfer of shares, including multiple share classes (Ordinary, A–J, and redeemable preference shares)
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Pre-emption rights for members on share transfers
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Rules for calls on shares, forfeiture, and lien
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Profit reserves, interim dividends, and dividend payments
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Company seal, execution of documents, and notices
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Accounting records, audit, and financial year provisions
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Winding up, distribution of assets, and member rights on liquidation
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Indemnities for directors and officers, insurance, and confidentiality
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