Company Constitution
  • About this Constitution
    • Company Details
    • Internal Governance
    • Miscellaneous
  • Complete the Document
    • Template's Format

Company Details

  • Indicate the company's full name (does not include PTY LTD):

    !

    This constitution is meant for proprietary companies (Pty Ltd) operating across Australia.

  • Provide the company's ACN number:

  • Select the state or territory where the company was incorporated:

Internal Governance

  • How many directors the company should have?

  • State the maximum period for which a director may hold office:

  • Indicate the age at which a director must cease to hold office:

  • Should a shareholder who intends to sell their shares to a third party first offer those shares to the other shareholders?

    !

    A right of first refusal is a contractual right that requires a shareholder who wishes to sell their shares to a third party to first offer those shares to the existing shareholders on the same terms and conditions.

    If the existing shareholders decline the offer, the selling shareholder may then proceed to sell the shares to the third party. This right helps existing shareholders maintain control over who becomes a shareholder in the company.

  • Should each member of the company be restricted from selling their shares for a certain period after becoming a member (lock-in period)?

    !

    A lock-in period is a specified period of time during which a shareholder is not allowed to sell, transfer, or dispose of their shares.

    It is usually imposed to ensure stability, retain key investors, or protect the company during its early stages or after a new share issuance. Once the lock-in period ends, the shareholder is free to sell or transfer their shares.

  • Indicate the duration of the lock-in period (in days, months or years):

  • Provide the minimum quorum required for a general meeting of the company:

    !

    A quorum is the minimum number of members or shareholders that must be present at a meeting for it to be legally valid and able to make binding decisions. Without a quorum, any resolutions passed at the meeting may be considered invalid.

Miscellaneous

  • Select the date on which the company's constitution is being adopted:

  • Can the members of the company hold general meetings of shareholders fully remotely?

  • To convene an annual or special general meeting of shareholders, the following prior written notice must be given:

  • Should the chairperson of the shareholders’ meeting have a casting vote in the event of an equality of votes?

    !

    A casting vote is an additional vote given to the chairperson of a meeting that can be used to break a tie when the votes for and against a resolution are equal. If there is an equality of votes, the chairperson may exercise the casting vote to determine the final outcome of the decision.

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