Company constitution template for a Pty Ltd

Set the internal rules for your company, adopted under section 136.

Ready in about 15 minutes

What this document does

This constitution is the internal-management rulebook for a proprietary company limited by shares. It displaces the replaceable rules and sets out how shares are issued and transferred, how members and directors meet and vote, how dividends are paid, and how officers are protected. It adapts for a one-person company, multiple share classes, pre-emptive rights and entrenched provisions. It binds the company and every member as a statutory contract, so members do not each sign it. An Australian solicitor reviewed and approved the template.

The questions we’ll ask

  1. The company

  2. Shares

  3. Transfer of shares

  4. Meetings of members

  5. Directors

  6. Board roles

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Does everyone have to sign it?
No. A constitution is adopted under section 136 and binds the company and every member as a statutory contract. For a new company, each founding member agrees to it in writing before registration; for an existing company, the members adopt it by special resolution. Future members are bound without signing.
Do I lodge it with ASIC?
Not for a proprietary company. Only public companies lodge their constitution with ASIC. Keep it with the company's records and give any member a copy on request.
Can a one-person company use this?
Yes. Tick the one-person option and the constitution adds the sole-director / sole-member rules (self-set pay, sign resolutions alone, a succession plan if you die or lose capacity) and hides the meeting questions. You can add people later without re-adopting it.
Is this the same as a shareholders agreement?
No. The constitution binds every member and governs the company's internal management. A shareholders agreement is a private contract between the shareholders. The constitution can acknowledge a shareholders agreement and, between its parties, let it prevail where they conflict.
Is this a subscription?
No. It is $79 once. No monthly fee, no auto-renewal.

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