Adopt a new Constitution

Replaceable Rules
On 1 July 1998 replaceable rules were introduced to enable companies to function without "Articles of Association" and "Memorandum of Association", (which were abolished on 1 July 1998). The basic rules of internal management are included in the Act as 'replaceable rules'. Some of these rules are mandatory for all companies and there are a few special rules for single shareholder / single director companies.

The replaceable rules do not apply to a proprietary company while the same person is both its sole director and sole shareholder, or a company that had a constitution (Memorandum & Articles) before the introduction of the replaceable rules regime, and has not repealed it.

Prior to 1 July 1998 all Proprietary Companies required a minimum of two (2) directors. It is suggested that all companies registered prior to this date adopt a new constitution to enable future changes to sole director if required. The new constitution must be adopted prior to a resignation of director that causes the company to become sole director.

At least one secretary of a company, at least one director of a proprietary company, and at least two directors of a public company must ordinarily be resident in Australia.

A company can simply take advantage of the rules in the Act as a means of governance and does not need a separate constitution of its own. A company will need a constitution only if it wants to displace, modify or add to the replaceable rules.

Constitution
If a constitution is adopted, it is not necessary to lodge the constitution of a proprietary company with the Australian Securities and Investments Commission (ASIC) but they must be kept with the company's records so they are available if required. If a public company adopts a constitution or a combination of replaceable rules and constitution, a copy must be lodged with the Australian Securities and Investments Commission (ASIC). The Act requires that a no-liability company must be a public company and requires it to have a constitution which restricts its activity to mining purposes only. A no-liability company (NL) must, therefore, lodge a copy of its constitution with the Australian Securities and Investments Commission (ASIC).

The Constitution may state the objects of the company, although the Act automatically enables a company to have the legal capacity of a natural person and therefore there is no need to state the objects except where required to do so under the Act, (ie NL companies).

If the company states its objects it is restricted to them unless they are subsequently altered by a special resolution of the members. A company's constitution may define legal rights, duties and restrictions of the company. If you choose that the company will have a constitution, you should seek legal advice regarding its drafting.

The Australian Taxation Office (ATO) have specific clauses which the constitution of a "non-profit company" (generally public companies) must contain to be eligible for tax concessions. The ATO can provide more details including examples of the clauses required. The ATO's internet address is http://www.ato.gov.au.

For companies limited by guarantee, the members will become liable as contributories on a winding up of the company. Each member must agree in writing to the amount of the 'guarantee' to pay.

This information is supplied as a brief outline only and does not preclude the Company's Officers and Secretaries from fulfilling their legal obligations. Company Planners Pty Ltd cannot explain every responsibility or cover every situation, and in this regard you should seek professional business advice and refer to the Corporations Act 2001. You will be held responsible for your legal obligations and not Company Planners Pty Ltd.

Download the order form

Adopt Constitution Order Form 2021 (PDF) (139k)

Adopt Constitution Order Form 2021 (WORD) (49k)

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*Company Details ( Required Fields)**
Name of Company:
ACN of Company:
Does the company qualify for Special Purpose Status with ASIC?:	Yes No
If yes, please specify sole activity of company:	Superannuation Trustee Charitable Home Unit Company
The following Information about the Officers & Members will enable us to correctly complete your minutes to adopt
Officers and Members
Name One
Name:	Please enter your name *
Suite/Unit/Level No. Street No. and Name Suburb / State / Postcode	Please enter your address *
Office Held:	Please select one option. Director Secretary Member *
Name Two
Name:	Please enter your name
Suite/Unit/Level No. Street No. and Name Suburb / State / Postcode	Please enter your address
Office Held:	Please select one option. Director Secretary Member
Name Three
Name:	Please enter your name
Suite/Unit/Level No. Street No. and Name Suburb / State / Postcode	Please enter your address
Office Held:	Please select one option. Director Secretary Member
Name Four
Name:	Please enter your name
Suite/Unit/Level No. Street No. and Name Suburb / State / Postcode	Please enter your address
Office Held:	Please select one option. Director Secretary Member
Contact Details (The Client)
Name:	Please enter your Name *
Firm:	Please enter your Firm *
Suite/Unit/Level No. Street No. and Name Suburb/State/Postcode	Please enter your details *
Email Address:	Please enter your Email *
Phone Number:	Please enter your phone number *
Facsimile:
Instructions for Company Registration and supply of documents Standard Constitution adopted (4 copies supplied); Minutes and Statutory Documents supplied for execution;
Preferred Delivery:	Post / Courier (Mandatory) Email (Constitution in PDF)
Disclaimer and Conditions
I / we the client, acknowledge and agree that prior to submitting this order, I / we have read, understood and shall be bound by the same including the Conditions which appear hereafter.
Agreement:	Yes No
CONDITIONS INTERPRETATION AND NOTICES (a)"Order" means the Order detailed on the front hereof to purchase the Shelf Company from Company Planners Pty. Ltd. by the Client and includes the Conditions. (b) "Company Planners" means Company Planners Pty. Ltd. A.B.N. 43 001 845 996 (c) "the Client" means the person whose name and address is specified on the front of the Order. (d) "Shelf Company" means the Company purchased from Company Planners pursuant to the Order by the Client being one of the type of companies specified on the front of the Order. (e) “Delivery Date” means, subject to the Client accurately completing the particulars of the Order on the front hereof and the availability of the name selected by the Client (if applicable), dispatched no later than 48 hours of receipt of Order. (f) "Fees" means the fee payable by the Client to Company Planners Pty. Ltd. for the purchase of the Shelf Company pursuant to this Order. (g) "Person" includes Company, corporation, firm or other body of persons. (h) The singular includes the plural and vice versa. (i) The masculine gender shall include the feminine gender and vice versa. (j) The headings are for convenience and do not affect the interpretation. (k) Any notice given under this Order shall be in writing and, if posted, shall be deemed to have been served on the addressee twenty four (24) hours after posting. ORDER (a) The Client applies for the Shelf Company specified in this Order on the terms and conditions herein contained and agrees to pay to Company Planners the Fees for the supply of the Shelf Company. (b)The Client warrants the persons named as officers of the Shelf Company in this Order have consented to act in the capacity shown in this Order. (c)The Client warrants that the occupiers of the registered office has consented in writing to the use of the specified address and has not withdrawn this consent. CLIENT AS PRINCIPAL The Client agrees that upon signing this Order they will be doing so as principal with the intention that they be personally bound by the terms and conditions of the Order and theConditions. ACCEPTANCE Company Planners shall have absolute right not to accept from the Client any Order and shall promptly notify the Client of any such decision. FEES AND OTHER ADJUSTMENTS (a) The Client acknowledges that prior to submitting the Order to Company Planners they has: (i)been informed by Company Planners of the amount of Fees payable by them for the purchase of the Shelf Company Ordered by them pursuant to this Order; and (ii) and agreed to pay the Fees (b) The Fees may be adjusted by Company Planners to include the amount of any taxes, gst, duties, imposts, levies, fees or other charges levied or imposed on or after the date of the Order upon or with respect to the transaction contemplated by this Order and which are required to be collected from the Client by CompanyPlanners for or on behalf of the relevant authority. PAYMENT AND DELIVERY (a) If the Client does not have an account with Company Planners then the Fees will be paid upon placement of the Order and subject to cleared funds. (b) If the Client has an account, then they will pay the Fees within fourteen (14) days of collection by them of the Shelf Company or of delivery to them of the Shelf Company as the case may be; (c) If the Client requires urgent delivery of the Shelf Company then the Client may be required by Company Planners to pay the additional cost thereof on delivery; (d) Delivery shall be made on Delivery Date. (e) If payment is not made by the Client in accordance with this Order, the Client shall pay interest on the balance of Fees outstanding at the rate of one point eight five percent (1.85%) per month calculated from the date when payment is due up to and including the date of actual payment. ERRORS ETC 7.1 Any claims by the Client relating to errors in the Shelf Company supplied by Company Planners pursuant to this Order must be made in writing and delivered to Company Planners within forty eight (48) hours of delivery of or collection of the Shelf Company to the Client. Such claims should refer to the invoice numberand date of invoice for the Shelf Company and give reasonable particulars of the errors the subject of the complaint. 7.2 Company Planners accepts no responsibility whatsoever: (a) For any errors in documents as a consequence of incorrect information supplied by the Client; (b) If name(s) selected by the Client is similar to and/or may be confused with or mistaken for another Company or Registered Business Name such as to make the Client liable to any action pursuant to any State or Federal legislation or the common law in relation to the name(s) selected by the Client forthe Shelf Company. 7.3 In the event that the Client requests changes to any documents for the Shelf Company because of an error on his part, then Company Planners shall be entitled to charge an amount in addition to the Fees to cover the cost of alteration to documents at the discretion of Company Planners. WARRANTIES AND REPRESENTATIONS 8.1 (a) Other than those warranties or conditions which cannot be excluded by this Order, Company Planners shall not be bound by any representation, warranty, condition or statement except insofar as may be set out herein, and, all warranties and conditionswhich might, but for this clause, be implied by any law into this contract are hereby expressly negated and excluded from this Order. (d)Subject to the provisions of any State or Federal legislation to the contrary which cannot be excluded by this Order in case of any breach by Company Planners of itsobligations pursuant to this Order is limited to any one of the following as determined by Company Planners in its absolute discretion: (i)the replacement of all documents of the Shelf Company; (ii)the payment of the cost of replacing all documents of the Shelf Company or acquiring equivalent Shelf Company; or (iii)the rectification of errors in the Shelf Company documentation; or (iv)the rectification of errors in the Shelf Company documentation rectified. 8.2 Company Planners shall not be liable in any way whatsoever to the Client for consequential loss or damage sustained by the Client attributable to any defect of the Shelf Company. 9 RETURNS Since the Shelf Company sold pursuant to this Order is sold on the basis that the Shelf Company has not traded, Company Planners shall not accept the return of the ShelfCompany under any circumstances. 10 FORCE MAJEURE Company Planners shall not be responsible for non-performance to the extent that same is caused by tire, act of God, explosion, enemy action, inability to secure necessarysupplies, or restricted operations by reason of any laws or regulations or any other cause of whatsoever kind which could not be foreseen or prevented by any reasonable amountof foresight or care. On the happening of any event contemplated by this clause, Company Planners shall forthwith make and at all material times thereafter continue to makedisclosure to the Client of the event referred to and of the measures (if any) taken by Company Planners to prevent the occurrence of the event and to minimise the consequencesthereof. 11 PROPER LAW Any contract entered into pursuant to this Order shall be construed in accordance with the law of the State of New South Wales, Australia and any and all action taken in relationto or arising from such Order shall proceed in accordance with the laws of that State and all parties hereto hereby submit to the jurisdiction of the Courts of the said State. 12 ENTIRE AGREEMENT This Order once the Client signs it, represents the entire understanding between the Client and Company Planners and there are no other terms, conditions or obligations. Novariation shall have any validity unless accepted in writing by Company Planners.

Disclaimer
Company Planners Pty. Ltd. ("CPPL") does not provide legal or other professional advice and our services, constitutions, deeds and statutory documents are not offered as a substitute for professional services and advice from a qualified legal, IP expert, accountant or other professional person. You must satisfy yourself when determining how the law applies to you or your client's circumstances. We confirm we have not been requested to advise you in relation to this SMSF including but not limited to the appropriateness of the parties thereto, the deeds, documents, ownership rights to a name or any legal or taxation consequences that may arise as a consequence of the creation of the SMSF or supply of documents, nor have we provided such advice. No person on behalf of CPPL has any authority to make any representations or give any professional advice whatsoever. CPPL will not be liable for the consequences of any action or activity undertaken, or expense incurred by a party seeking to rely upon this service. Any claim for damages will be strictly limited to our re providing the services we have contracted to provide. ©2005 All rights reserved.

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Adopt a new Constitution

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