Why is it Important to have a Company Constitution?


Published: February 21, 2024

When you set up a company you must make choices as to how you will manage it. A company Constitution will assist as it sets out the rights and responsibilities of directors, shareholders, other stakeholders and oversees the company's activities. The Australian Securities and Investment Commission (ASIC) also highly recommends that all proprietary limited companies adopt a Constitution.

This article will address your questions about company Constitutions, their creation and the

Table of Contents
Understanding Company Constitution

  • Importance of a Constitution
  • Essential Elements of a Company Constitution
  • Crafting a Company Constitution
  • Amendment Procedures
  • Exploring Replaceable Rules
  • Advantages of a Company Constitution
  • Legal Status of a Company Constitution
  • Conclusion

Understanding Company Constitution

A Company Constitution is essentially a structural framework governing the relationship between a company's directors and shareholders that will set out their expectations and any conflict resolution strategies.

Importance of a Constitution

Mandatory requirements set forth by ASIC necessitate the adoption of a company constitution or the utilisation of replaceable rules from the Corporations Act 2001(Cth). Company Constitutions are obligatory for entities categorised as 'special purpose companies' and 'no liability' public companies.

Essential Elements of a Company Constitution

Key provisions to be included within a company Constitution typically include:

  • Company structure
  • Share issuance and transfer
  • Governance of meetings
  • Voting protocols
  • Directorship roles
  • Company Secretary functions
  • Dividend distribution
  • Procedure for document execution
  • Shareholder rights
  • Amendment processes

Creating a Company Constitution

Various avenues exist for the creation of a company Constitution:

  • Independent drafting
  • Legal consultation
  • Using ASIC's Replaceable Rules
  • Using templates provided by My Virtual Lawyer

Amendment Procedures

Amendments to the constitution necessitate special resolutions, adhering to specific protocols regarding notification, voting, and documentation submission to regulatory bodies.

Exploring Replaceable Rules

Replaceable rules, enshrined within the Corporations Act, offer a basic framework for internal governance, applicable when a company opts against adopting a Constitution.


Advantages of a Company Constitution

The benefits of a company Constitution include:

  • Flexibility in customisation
  • Addressing specific business needs
  • Greater managerial autonomy
  • Superior scope compared to replaceable rules

Legal Status of a Company Constitution

Company constitutions operate as contractual agreements between:

  • Company members
  • Directors
  • Company Secretary


Company constitutions play a pivotal role in delineating corporate governance structures. Consultation with legal experts or utilisation of provided templates can ensure adherence to regulatory standards and ensure you are aligned with your company’s objectives.

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