This Constitution is appropriate for use where there are multiple shareholders (ie. More than one) in the company. If it is a sole shareholder/sole director company, you should use our other Constitution template.

As from 1 July 1998 all new companies have constitutions. The memorandum of association and articles of association of existing companies were on that date deemed by the Corporations Law to be their constitutions unless and until those companies adopted a new constitution.

The Corporations Act 2001 (cth) replaced the Corporations Law as the Commonwealth Act regulating companies. The Corporations Act 2001 (cth) contains Replaceable Rules. These are included in a proprietary (pty) company's constitution unless expressly excluded. It is recommended that every company should replace its memorandum of association and article of association with a new constitution.

A private (pty) company may simply rely on the replaceable rules as its constitution but this is not recommended.

Where there are multiple shareholders: there are two (2) options as follows:

• Call a general meeting - and comply with all general meeting requirements as to notice and procedures;


• Prepare a Minute of Shareholders' Special Resolution resolving to adopt the new constitution - and comply with relevant procedures.

ASIC Lodgement: unless ASIC directs the company to lodge its constitution, only public companies are obliged to notify ASIC by lodging copies of new constitutions. See Section 136(5) and Section 138 Corporations Act 2001 (cth).

Replaceable Rules: the replaceable rules set out in the Corporations Act 2001 (cth) will automatically apply as part of the company's constitution unless expressly excluded.

This Constitution includes as attachments:

1. Notes specific to Adopting a New Constitution
2. Checklist for Adopting a New Constitution