Company Constitution Template (Australia)

Constitution or replaceable rules

ASIC says a company internal management may be governed by replaceable rules, a constitution, or both. If a company does not want a constitution, it can often use the replaceable rules. If it wants to change or remove a replaceable rule, it needs a constitution dealing with that point.

There is a special single-person point: replaceable rules do not apply to a proprietary company where the same person is the sole director and sole shareholder. A template that assumes every proprietary company has the same governance baseline misses that Australian rule.

Adoption and amendment are member decisions

A company can adopt a constitution before registration if each member agrees in writing. After registration, the company must pass a special resolution. ASIC guidance says changing or repealing a constitution also requires a special resolution, which needs 75% support and the required notice period.

Public companies, and proprietary companies applying to become public, must notify ASIC of adopting, changing or repealing a constitution and lodge the required Form 205 material within 14 days. Special purpose proprietary companies may need a constitution but do not usually lodge it with ASIC; they must keep it with company records.

Share transfers and member controls

Australian proprietary-company constitutions often focus on share transfers, directors discretion to refuse registration, pre-emptive rights, permitted transfers, drag and tag mechanics, death or bankruptcy transmission and class rights. Some controls can be constitutional; others are more flexible and private in a shareholders agreement.

The template forces the choice. It records which rights are intended to bind as company rules and which are commercial arrangements to keep outside the constitution. That prevents private investor economics being placed in a public or member-accessible governance document by accident.

Directors, conflicts and meetings

Replaceable rules cover director powers, negotiable instruments, appointment, removal, meetings, voting and share transfer topics. A constitution should not casually override those rules without a reason. If the company needs a managing director, alternate directors, chair casting vote, written resolutions or electronic meeting rules, the clause should be deliberate.

Conflict rules are especially important because the company may rely on statutory replaceable rules, its constitution, member approvals and directors duties at the same time. The working record prompts for director voting, material personal interests and related-party controls rather than hiding them in boilerplate.

Keep records and check current ASIC rules

Constitutions sit alongside company records. ASIC record-keeping guidance says officeholders must ensure companies keep required records, including meeting minutes, resolutions and a copy of the constitution where one exists. Records can be digital, but the company must be able to produce hard copies where required.

This template is a drafting worksheet and constitution skeleton. It does not lodge anything with ASIC and it does not replace checking the current Corporations Act, replaceable-rules table, company type and ASIC form requirements before adoption.

Constitution guide

Company details

Records company name, ACN if known, company type and registered state or territory.

Governance choice

States whether the company uses replaceable rules, a constitution or a combination.

Adoption record

Records written pre-registration consent or post-registration special resolution.

Director powers

Sets any modifications to director powers, meetings, voting, delegation and execution.

Shares and class rights

Identifies share classes, rights, dividend rules and variation mechanics.

Transfer controls

Covers board refusal, pre-emption, permitted transfers and transmission events.

Member decisions

Sets meeting, notice, quorum, voting and written-resolution mechanics.

Records and filing

Allocates ASIC notifications, Form 205 where required and record retention.

ASIC constitution checklist

Use these official checks before adopting or changing a constitution.

• Choose constitution, replaceable rules or both

  ASIC says internal management may be governed by replaceable rules, a constitution or a combination.

  ASIC - constitution and replaceable rules

• Check the replaceable-rules table

  ASIC reproduces grouped replaceable rules but warns the current Corporations Act should be checked because provisions can change.

  ASIC - replaceable rules for company governance

• Remember the sole director/shareholder exception

  Replaceable rules do not apply to a proprietary company where the same person is sole director and sole shareholder.

• Use member approval correctly

  Adopting after registration or changing a constitution requires a special resolution with the required notice and 75% support.

  ASIC - adopt or change a constitution

• Lodge only where ASIC requires it

  Public companies and some proprietary companies moving to public status must notify ASIC and lodge the required material within 14 days.

• Keep private economics out where possible

  Founder vesting, investor consents and exit pricing may belong in a shareholders agreement rather than the constitution.

• Keep company records current

  Officeholders remain responsible for keeping required company records, including resolutions and constitutions.

  ASIC - company record keeping

How to prepare the constitution

1. Identify the company type. Confirm proprietary, public, special purpose, sole director/shareholder and member structure.
2. Choose the governance base. Decide whether to rely on replaceable rules, a constitution or both.
3. Draft only needed changes. Add director, share, transfer, meeting and conflict provisions that genuinely need constitutional effect.
4. Approve correctly. Use written consent before registration or a special resolution after registration.
5. Lodge and keep records. File ASIC notifications where required and keep the constitution, resolutions and registers with company records.

Frequently asked questions

Related templates

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