Pty Ltd Company Constitution

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At a Glance

‘Proprietary’ means ‘private’, and is the most popular for small businesses, to hold investments and to act as a trustee for private trusts. The ‘Pty Ltd’ stands for ‘Proprietary Limited’, and is the most common form of company. Provides for:

A single Director and single Secretary, or
Board of Directors with a Secretary;
Shareholders holding one Class of share;
Limited Liability

The Constitution for this Company needs to be retained with the Company Records.

 A well-drafted Pty Ltd Company Constitution provides a structured framework for governing proprietary limited companies, ensuring clarity in shareholder rights, director responsibilities, and corporate operations. This document is essential for legal practitioners, business owners, and financial professionals who need to define clear internal rules while maintaining compliance with corporate regulations.

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WE NOW INCLUDE FREE: • A Transfer of Shares document (valued at $20.00) • Sale of Shares checklist

INCLUDES

The constitution is a contract between:

  • the company and each member
  • the company and each director
  • the company and the company secretary, and
  • a member and each other member.

A company can adopt a constitution before or after registration. If it is adopted before registration, each member must agree (in writing) to the terms of the constitution. If a constitution is adopted after registration, the company must pass a special resolution to adopt the constitution.

A company can change or repeal its constitution by passing a special resolution. A special resolution needs at least 28 days notice for publicly listed companies and 21 days notice for other company types. For the resolution to pass, at least 75% of the votes cast must be in favour.

 

Which companies need a constitution?

The following companies must be governed by a constitution:

  • ‘No Liability’ public companies
  • ‘special purpose companies’ that want a reduced annual review fee.

A proprietary company (that is a special purpose company) must have a constitution.  It doesn’t need to be lodged with us, but a copy must be kept with the company’s records.

Proprietary’ means ‘private’, and is the most popular for small businesses, to hold investments and to act as a trustee for private trusts. The ‘Pty Ltd’ stands for ‘Proprietary Limited’, and is the most common form of company.

Provides for:

1.      A single Director and single Secretary, or

2.      Board of Directors with a Secretary;

3.      Shareholders holding one Class of share;

4.      Limited Liability

The Constitution for this Company needs to be retained with the Company Records.

Fully formatted in Microsoft word, ready to download edit and use.

Approximatley 48 pages long and includes gst

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