Company Constitution Agreement Free Sample


Pty Ltd Company Constitution

Download Pty Ltd Company Constitution Agreement in word format.

Pty Ltd Company Constitution Agreement

Company Constitution Template

A ‘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.

This Pty Ltd Company Constitution Agreement 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 Proprietary Limited Company Constitution Agreement for the Company needs to be retained with the Company Records.  This download includes:-


This Constitution Template includes:-

  • 1      Definitions.
  • 2      Interpretation.
  • 3      Adopting this Constitution.
  • 4      Legal Capacity.
  • 5      Amending the Constitution.
  • Structure of Company.
  • 6      Name of the company.
  • 7      Proprietary Company.
  •      Directors, Number and Appointment
  • 8.1       Appointment and Role.
  • 8.2       Delegation.
  • 8.3       Number of Members.
  • 8.4       Death or Incapacity of Director
  • 8.5       Subsequent Directors.
  • 8.6       Tenure.
  • 9      Disqualification of Directors.
  • 10        Vacancies.
  • 11        Removal from Office.
  • 12        Cessation and Resignation of Office.
  • Directors Role, Power and Entitlements.
  • 13        Directors Powers.
  • 13.1     Exercise of Powers.
  • 13.2     Negotiable Instruments.
  • 13.3     Directors Employment
  • 13.4     Remuneration of Directors.
  • 13.5     Remuneration of Directors for Extra Services.
  • 14        Declaring Conflicts of Interest
  • 15        Alternate Director
  • 16        Attorneys of Directors.
  • 17        Committee of Directors.
  • 18        Managing Director
  • 19        Governing Director
  • 20        Secretary.
  • Meetings of Directors.
  • 21        Calling and Notification of Meetings.
  • 22        Quorum and Chairperson.
  • 23        Proceedings.
  • 24        Use of technology.
  • 25        Written Resolutions.
  • 26        Minutes.
  • 27        Meetings of Committee of Directors.
  • 28        Validity.
  • Meetings of Members.
  • 29        Calling and Notification of Meetings.
  • 30        Quorum..
  • 31        Chairperson.
  • 32        Chairpersons Proceedings.
  • 33        Proxies.
  • 34        Minutes.
  • 35        Single Member Company.
  • Members and Shares.
  • 36        Number of Members.
  • 37        Issuing Shares.
  • 38        Classes of Shares.
  • 39        Class “ORD” “ORD1”,”A”, “B”, “C” and “D”.
  • 40        Class “E”.
  • 41        Class “F”.
  • 42        Class “G”.
  • 43        Class “H”.
  • 44        Class “I”.
  • 45        Class “J”.
  • 46        Redeemable Preference Shares.
  • 47        Offering to Sell Shares Publicly.
  • 48        Limit on Number of Shares Issued.
  • 49        Issue Price.
  • 50        Share Certificate.
  • 51        Recognition of Interests in Shares.
  • 51.1     Recognition.
  • 51.2     Registered Holder to be Treated as Absolute Owner
  • 51.3     Joint Holders of Shares.
  • 52        Increasing and Reducing Capital
  • 53        Variation of Rights.
  • 54        Partly Paid Shares.
  • 55        Transfer of Shares.
  • 56        Pre-emption for Existing Members on Transfer to Shares.
  • 57        Ownership on Death or Bankruptcy.
  • General Meetings.
  • 58        Annual General Meeting.
  • Calls and forfeiture of Shares.
  • 59        Calls and their Notification.
  • 59.1     Notice.
  • 59.2     Non Payment of a Call
  • 59.3     Action to recover called money.
  • 59.4     Disposal of Forfeited Share.
  • 59.5     Cessation of Membership and Liability.
  • 59.6     Forfeiture of Shares.
  • Profits and Dividends.
  • 60        Profit Reserves.
  • 61        Dividends.
  • 61.1     Terms of Issue.
  • 61.2     Payment
  • 62        Interim Dividends.
  • 63        Right of set off and Method of Payment
  • 64        Capitalisation of Profits.
  • Company Administration.
  • 65        Notices.
  • 66        Company Seal
  • 67        Witnessing documents without the seal
  • 68        Accounting and Other Records.
  • 69        Auditor
  • 70        Winding Up.
  • 71        Rights of Members on Winding Up.
  • 72        Division of Assets.
  • 73        Loans.
  • Indemnities and Miscellaneous.
  • 74        Indemnities and Lien.
  • 75        Indemnity.
  • 76        Payment of Costs.
  • 77        Limit of Indemnity.
  • 78        Contract of Insurance
  • 79        Confidentiality.


Company Constitution Template includes a Company Resolution adopting the Constitution and Commentary on Company Resolutions and procedure.


Company Constitution Template is approximately 48 pages in length


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Company Resolution

Company Resolution Agreement is a formal way in which a company can note decisions that are made at a meeting of company members. There are two types of resolutions: ordinary and special. Under the Corporations Act 2001, most of the decisions that affect a company need to be made by a resolution.

Special Company Resolution

The Difference Between an Ordinary Resolution and a Special Resolution.  An ordinary resolution is refers to a resolution, passed by the members of the company by a bare majority. … There are two types of resolutions, which is needed to be passed in different situations, they are an Ordinary Resolution and Special Resolution.

pty ltd company constitution

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Company Constitution Template

The Constitution of the Company is the legally required document that governs how the Directors are to act in running the Company.

It includes significant detail around such topics as:-

  1. 1. The Structure of the Company
  2. 2. The Objectives of the Company (optional unless a No Liability Company – see below)
  3. 3. Directors Role, Power and Entitlements
  4. 4. How to Call and Hold Meetings for both Directors and Shareholders (also called Members)
  5. 5. Voting at these Meetings
  6. 6. Classes (or types) of Shares
  7. 7. Transferring Shares, Cancellation of Shares
  8. 8. How to treat Profits and Dividends
  9. 9. General administrative activities



‘Proprietary’ essentially means ‘private’, and is a common vehicle for small businesses, to hold investments and to act as a trustee for private trusts. The ‘Pty Ltd’ stands for ‘Proprietary Limited’, and is by far and away the most common form of registrable body corporate.


Essentially this consists of:-

  1. 1. A single Director and single Secretary (optional), or Board of Directors with a Secretary;
  2. 2. A Shareholder or Shareholders, all holding the one Class (or type) of share;
  3. 3. They are limited by Shares in terms of the Members’ (shareholders/owners) liability) (or unlimited but with a share capital).


You can elect to use your own Constitution, or in the absence of one the Company is effectively governed by a default Constitution that is an ASIC standard as set out in the Corporations Law.  This is known as the Replaceable Rules. Please note you can elect to have a combination of your own Constitution and the Replaceable Rules although this is not usual.  Please also note the Replaceable Rules are not applicable for a sole Director/Secretary/Shareholder Proprietary Company.

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

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