Constitution (Proprietary Company)
A Constitution (Proprietary Company) is an essential and crucial document that regulates your company's activities and the relationship between your company's directors and shareholders.
Last updated October 23, 2025
Suitable for Australia
Browse our 500+ legal documents
Browse our 500+ legal documents
Manage documents, agreements and a lot more from one central place. Just log in and find everything ready to go.
Collaborate with e-Sign and Sharing
Collaborate with e-Sign and Sharing
Having access to your legal documents has never been easier. You can request e-signature, share the document and download for an efficient collaboration.
Instantly review any legal document
Instantly review any legal document
Upload your document, ask contract AI, and watch those burning questions transform into crystal-clear answers. Because brilliant decisions shouldn't keep you waiting.
How to create a legal document
- check_circle
Access the Document Library
- check_circle
Select the template that matches your needs
- check_circle
Customise by adding or removing clauses with assistance from Lawpath AI
- check_circle
Personalise with your headers, footers, logos, or additional text
- check_circle
Store all documents securely in your account for easy access
Frequently asked questions
Use this Constitution if:
- You want to decide how your company is run and governed.
- You have chosen not to adopt the Replaceable Rules provided by the Corporation Act.
- You want a more tailored and customisable internal governance approach.
What does the Constitution cover?
The following list are some of the main areas that the company constitution will address:
- The company’s structure;
- The issue of shares;
- Transfer of shares;
- Share certificates;
- Meeting governance;
- Voting procedures;
- Directors;
- Company secretary; and
- Dividends.
View Sample Constitution (Proprietary Company)
The Legal Risk Score of a Constitution (Proprietary Company) Template is Medium
Our legal team have marked this document as medium risk considering:
- The document allows the Board considerable discretion in managing the company's affairs, including determining remuneration and issuing shares, which could lead to decisions that may not align with all shareholders' interests.
- The document does not specify procedures for conflict resolution among directors or between shareholders and directors, which might lead to unresolved disputes impacting the company's operations.
- The powers given to the Board to refuse registration of share transfers can potentially be used to block changes in the control or influence of the company, which might discourage new investors or affect the liquidity of shares.
Articles about Constitution (Proprietary Company)
5 Key Things to Include in Your Company Constitution
A company constitution governs how a company is managed. Read this article to learn what things you should consider when writing your company's constitution
Company Constitution or Replaceable Rules: The Differences
A company's internal affairs can be managed under both a company constitution and replaceable rules. Learn which is better here.
Company Constitution vs Shareholders Agreement
A company constitution and shareholders agreement are both crucial documents when starting your company. Find out how they're different in this article.
How to Modify a Company's Constitution
Learn how to modify a company's constitution and save your company from unwanted legal headaches.
Ordinary vs Special Resolution: Key Differences
Are you looking to pass a company resolution? Do you know the difference between an ordinary and special resolution? Read on to find out more.
Replaceable Rules in the Corporations Act Explained
There are certain rules in the Corporations Act you can replace through a constitution. Here is an explanation of what these replaceable rules are.
Memorandum and Articles of Association: an Explainer
Find out everything you need to know about memorandum and articles of association and whether or not your business needs it.
How Many Shareholders Can A Public Company Have?
Your public company is growing and adding shareholders left, right and centre. Is there a cap on how many you can have?
13 Lawpath Documents Provided Upon Company Registration
Find out in this guide the 13 documents that you will receive upon company registration with Lawpath, and what each of them do.
Looking for more documents?
Privacy Policy
A Privacy Policy outlines how your business will use, store and collect your customers' information. A Privacy Policy is required by law in certain circumstances.
Loan Agreement
This Loan Agreement can be used by lender when offering a loan to a Borrower.
Non-Disclosure Agreement (Mutual)
A Non-Disclosure Agreement (Mutual) allows you and another party to share confidential information while legally forbidding either party from disclosing that information to any other person or entity.
Will
A Will is an essential document as part of your estate plan. This Will cannot be e-signed.
Non-Disclosure Agreement (One Way)
A Non-Disclosure Agreement (One Way) allows you and another party to share confidential information while legally forbidding the other party from disclosing that information to any other person or entity.
Website Terms and Conditions of Use (Services)
This Website Terms and Conditions of Use (Services) document is specifically tailored for websites selling services.
Business Sale Agreement
A Business Sale Agreement is used to clearly set out all relevant terms of the sale when selling or buying a business.
Contractor Agreement (Individual)
The Contractor Agreement (Individual) allows you to hire a contractor that is an individual (ie. not a company).