Constitution and Replaceable Rules
Constitution and replaceable rules
A company’s internal management may be governed by: provisions of the Corporations Act 2001 (the Corporations Act) that apply to the company - known as replaceable rules; a Constitution; or a combination of both (s135 and 136).
(Replaceable rules outlined contains a detailed listing of the text of the rules). Replaceable rules do not apply to proprietary companies where the one person is the sole director and sole member, although a constitution may be adopted.
The following companies must be governed by a constitution: public companies 'Limited by Guarantee ' who are applying to omit the word Limited from their name under section 150; 'No Liability ' public companies under s112; 'special purpose companies ' that want to obtain the reduced annual review fee under item 103 of the Corporations (Review Fees) Regulations 2003.
The Constitution for most companies is drawn up prior to the registration of the company. The Constitution has the effect of a contract between: the company and each member; the company and each director; the company and the company secretary; a member and each other member.
A company must provide an up-to-date copy of the Constitution (s139) to any member who requests it within 7 days (or within 7 days of the fee being paid if a fee up to the prescribed amount set out in the Corporations Regulations 2001 (the Regulations) (reg 1.1.01), is charged).
It is not necessary to lodge the Constitution of a proprietary company (not being an unlimited company) with the application for registration but they must be kept with the company 's records and made available if required.
Constitution
A company adopts a Constitution either: on registration, if each person specified in the registration application as a person who consents to become a member, agrees in writing to the terms of a constitution before the application is lodged; or; after registration, if the company passes a special
A company’s internal management may be governed by: provisions of the Corporations Act 2001 (the Corporations Act) that apply to the company - known as replaceable rules; a Constitution; or a combination of both (s135 and 136).
(Replaceable rules outlined contains a detailed listing of the text of the rules). Replaceable rules do not apply to proprietary companies where the one person is the sole director and sole member, although a constitution may be adopted.
The following companies must be governed by a constitution: public companies 'Limited by Guarantee ' who are applying to omit the word Limited from their name under section 150; 'No Liability ' public companies under s112; 'special purpose companies ' that want to obtain the reduced annual review fee under item 103 of the Corporations (Review Fees) Regulations 2003.
The Constitution for most companies is drawn up prior to the registration of the company. The Constitution has the effect of a contract between: the company and each member; the company and each director; the company and the company secretary; a member and each other member.
A company must provide an up-to-date copy of the Constitution (s139) to any member who requests it within 7 days (or within 7 days of the fee being paid if a fee up to the prescribed amount set out in the Corporations Regulations 2001 (the Regulations) (reg 1.1.01), is charged).
It is not necessary to lodge the Constitution of a proprietary company (not being an unlimited company) with the application for registration but they must be kept with the company 's records and made available if required.
Constitution
A company adopts a Constitution either: on registration, if each person specified in the registration application as a person who consents to become a member, agrees in writing to the terms of a constitution before the application is lodged; or; after registration, if the company passes a special