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What is included

Proprietary Company (a Company Limited by Shares) must have a constitution. It doesn’t need to be lodged with ASIC, but a copy must be kept with the company’s records. A company must provide a current copy of the constitution to any member who requests it within seven days.

A Company Constitution is not the same as a Shareholders Agreement.  If your company has more than one shareholder, you will will also need a Shareholders Agreeement

The constitution of a company sets out certain rights, roles and responsibilities of shareholders and directors and rules which govern various internal management activities such as meetings of shareholders and directors. The constitution is a fundamental component of the governance framework.

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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What is a Pty Ltd Company Constitution

A Pty Ltd Constitution Agreement is a legal document that outlines the rules and regulations governing a proprietary limited (Pty Ltd) company in Australia. This type of company structure is commonly used by private businesses and includes specific rules about the company’s operations, the rights and obligations of shareholders and directors, and the procedures for making decisions. The constitution can be tailored to the specific needs of the company, providing greater flexibility than the default rules set out in the Corporations Act 2001.

Key Elements

Key Elements of a Pty Ltd Constitution Agreement

  1. Company Name and Purpose

  2. Share Capital

  3. Shareholders:

  4. Directors and Management

  5. Meetings of Shareholders

  6. Dividends and Financial Management

  7. Dispute Resolution

  8. Amendment of the Constitution

  9. Winding Up

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