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
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What is a constitution (proprietary company)?
What is a constitution (proprietary company)?
When should you use a constitution (proprietary company)?
When should you use a constitution (proprietary company)?
What should be in a constitution (proprietary company)?
What should be in a constitution (proprietary company)?
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Frequently asked questions
How does this constitution differ from replaceable rules?
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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.
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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?
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