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Update or replace your company constitution

We replace the constitution with one written for the company you have now.

Most companies are running on the constitution they were given at registration. It was generic then, and the company has changed since. Nobody reads it, which is fine until a share transfer, a shareholder meeting or a sale depends on what it says.

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Written for this company

A constitution drafted around your actual share structure, board and plans instead of a registration template.

Adopted properly

The special resolution, the approval and the ASIC lodgement handled, so the new document actually takes effect.

Consistent with the rest

Checked against your shareholders agreement so the two documents do not contradict each other.

What the constitution actually governs

A company constitution is the rulebook for how the company runs internally. Share issues and transfers, pre-emption rights, and how directors are appointed and removed. How meetings are called and votes counted, dividends, and what happens on a winding up.

A company can also rely on the replaceable rules in the Corporations Act 2001 (Cth) instead, or on a mixture of both. The replaceable rules are defaults written for the general case. Once there is more than one shareholder, they usually leave the gaps that matter most.

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What is the difference between a constitution and the replaceable rules?

The replaceable rules are default provisions in the Corporations Act 2001 (Cth). They apply where a company has no constitution, or where its constitution is silent. A constitution replaces them with rules written for your company. Once there are several shareholders, the defaults usually leave the gaps that matter.

Can we change the constitution?

Yes, by special resolution, which needs at least 75% of the votes cast by shareholders entitled to vote. The change has to be lodged with ASIC within 14 days. If there is a shareholders agreement, check the two against each other before you adopt anything.

What should a modern constitution cover?

Shareholder rights, issuing and transferring shares including pre-emption, the board’s composition and powers, meetings, appointing and removing directors, dividends, dispute resolution and winding up. Where there are outside shareholders, reserved matters and information rights matter too.

Do we need a shareholders agreement as well?

In most cases with two or more shareholders, yes. The constitution is lodged with ASIC and is public. A shareholders agreement is private and covers what the constitution handles poorly, including deadlocks, exits and restraints. They should be read together.

The rules the company runs by were written for a different company

Pre-emption, voting and share classes are only tested when a transfer, a deadlock or a sale arrives. By then the document is what it is.

Nobody reads the constitution until everything depends on it

A constitution adopted at registration was drafted for no company in particular. Since then shareholders have joined, the share structure has changed, and the way the company is actually governed has moved on.

The document did not move with it. That costs nothing until a transaction or a disagreement needs the rules to work, at which point they are whatever the old document says.

We will review the current constitution against the company's actual structure and plans.
We will prepare a replacement constitution drafted for the company as it is now.
We will check the new constitution for consistency with any shareholders agreement.
We will draft the special resolution and manage the shareholder approval.
We will attend to execution and ASIC lodgement.

When the document no longer describes the company

Your company has been running for years on a constitution nobody has looked at since formation. The ownership has changed, new shareholders have come in, and the governance arrangements have evolved informally. You would like a document that matches how the company actually operates and suits what you are planning next.

What's included in your constitution replacement service

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The constitution fails at the moment you need it most

Companies discover their constitution is inadequate at the worst possible time, because that is the only time anyone opens it.

Due diligence finds it does not deal with a change of control. A deadlock cannot be broken because the voting provisions were written for two people and there are now five. A share issue cannot proceed because the document does not permit that class. Each of these stops a transaction that was otherwise ready, and fixing it takes a shareholder meeting nobody has time for.

From a registration template to a document that fits

We read the existing constitution against the company as it actually is. The share structure, who the shareholders are, how the board operates and what you are planning. That identifies the provisions that are wrong, missing or inconsistent with the shareholders agreement.

Then we prepare the replacement and run the adoption. Drafting the special resolution, getting the 75% approval, and lodging with ASIC inside the fourteen days. When it is done, the company has a rulebook that will work when it is finally needed.

How the replacement runs

From a registration template to a document that fits the company.

Read what you have

We review the existing constitution against the company's real structure, governance and plans.

Draft the replacement

We prepare the new constitution and check it against any shareholders agreement.

Adopt and lodge

We manage the special resolution, the execution and the ASIC lodgement.

Constitution review, replacement and adoption

The constitution is the document most business owners have never read, and that is usually the right call until it is not. The problem is that the moment it matters is never a calm one.

We replace constitutions regularly and know which provisions cause trouble in practice. Ambiguous pre-emption clauses, voting rules written for two shareholders, and share classes the document does not allow. We also run the adoption properly, which means the special resolution and the ASIC lodgement. A new constitution that was not adopted correctly is not the constitution. We have 2 Accredited Specialists in Business Law.

Our great lawyer guarantee

Six principles we hold to, whatever you bring us and however long it takes.

Take the time

We listen carefully to understand what you want to achieve, then step you through the advice and the documents.

Share our knowledge

We pass on as much as we can, so you can make your own informed decisions.

Stick to our knitting

We only do what we are good at, so you never pay for our learning.

Work as one team

Someone is always available to answer your question or point you the right way.

Fair pricing

A fixed or capped quote for advice and documents, so you do not carry the price risk.

It is your show

We are in it for a front row seat to witness your success, not for our egos.

Get the constitution looked at before it has to work

A constitution is much easier to replace in an ordinary month than in the middle of a transaction. Send us the current document and tell us about the share structure and what is planned. We will tell you what needs changing.

Speak to a lawyer 1300 654 590