Pty Ltd Company Constitution Agreement
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:
- A single Director and single Secretary, or
- Board of Directors with a Secretary;
- Shareholders holding one Class of share;
- Limited Liability
The Proprietary Limited Company Constitution Agreement for the Company needs to be retained with the Company Records. This download 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.
- 8 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.
Pty Ltd Company Constitution Agreement is 48 pages long. Includes a Company Resolution adopting the Constitution and Commentary on Company Resolutions and procedure.
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The Constitution of the Company is the legally required document that governs how the Directors are to act in running the
It includes significant detail around such topics as:-
- 1. The Structure of the Company
- 2. The Objectives of the Company (optional unless a No Liability Company – see below)
- 3. Directors Role, Power and Entitlements
- 4. How to Call and Hold Meetings for both Directors and Shareholders (also called Members)
- 5. Voting at these Meetings
- 6. Classes (or types) of Shares
- 7. Transferring Shares, Cancellation of Shares
- 8. How to treat Profits and Dividends
- 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. A single Director and single Secretary (optional), or Board of Directors with a Secretary;
- 2. A Shareholder or Shareholders, all holding the one Class (or type) of share;
- 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.