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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Public Company Constitution

A Public Company Constitution Agreement differs from a Proprietary Limited Company by being able to have more than 50 shareholders.

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.

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.

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