Constitution for a B Corporation (Proprietary Company)
A Constitution is an essential and crucial document that regulates a company's activities and management.
Last updated January 14, 2025
Suitable for Australia
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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.
Further information
View Sample Constitution for a B Corporation (Proprietary Company)
The Legal Risk Score of a Constitution for a B Corporation (Proprietary Company) Template is Medium
Our legal team have marked this document as medium risk considering:
- The document allows directors considerable discretion in managing the company, including decisions related to dividends, borrowing, and appointment of directors, which could lead to governance practices that may not align with all shareholders' interests.
- The document does not specify any limits on the number of shares a single shareholder can hold, potentially leading to a risk where a single shareholder or a small group could control significant decisions, affecting minority shareholder interests.
- The document grants the directors the power to delegate their responsibilities extensively, which might lead to a dilution of accountability if not monitored carefully.
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