The Corporations Act 2001 (Cth) (Act) requires a company to have a constitution. The following document is a basic precedent constitution for a public company limited by shares.
There is no “one size fits all” precedent constitution. This precedent should therefore be used as a guide only, and tailored to suit a company’s particular circumstances.
A constitution is not a stand-alone code that governs the powers, duties, rights and obligations of the company, its directors and officers and shareholders. Regard must always be had to the Act and the common law when considering any issue relating to a company.
Tailoring the company constitution
This precedent constitution does not restrict or prohibit the company’s exercise of any of its powers. If such restrictions are required, a suitable amendment will need to be inserted.
For other company constitutions, see:
- “Company constitution – general”;
- “Company constitution – Aboriginal and Torres Strait Islander corporation”;
- “Company constitution – public company limited by guarantee”;
- “Company constitution – no liability mining company”;
- “Company constitution – unlimited private company”; and
- “Company constitution – unlimited public company”.
This document has been adapted by Jane Garber-Rosenzweig, Principal, Gable Lawyers. It is based on a company constitution reviewed and updated for Lexis Nexis by Stephen Newman, Executive Counsel, Ponte Earle.
This document is prepared with the assistance of Specialist Editor Stephen Newman, Executive Counsel, Ponte Earle.