Constitution for a B Corporation (Proprietary Company)

A Constitution is an essential and crucial document that regulates a company's activities and management.

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Last updated January 14, 2025

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Suitable for Australia

Constitution for a B Corporation (Proprietary Company)

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What is a constitution for a b corporation (proprietary company)?

A constitution is a legal document that governs how a proprietary company operates, including its management and the relationship between directors and shareholders, specifically tailored to meet B Corporation certification requirements.
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When should you use a constitution for a b corporation (proprietary company)?

Use this constitution if you want customised company governance, are seeking B Corporation certification, and do not want to rely solely on the replaceable rules under the Corporations Act 2001 (Cth).
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What should be in a constitution for a b corporation (proprietary company)?

It should cover company structure, share issuing and transfers, meetings, voting, director powers, company secretary duties, and dividend policies, with extra clauses for B Corporation requirements.
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Frequently asked questions

What is a constitution for a b corporation (proprietary company)?

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When should you use a constitution for a b corporation (proprietary company)?

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What should be in a constitution for a b corporation (proprietary company)?

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How does this constitution support B Corporation certification?

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Can this constitution work with a shareholders’ agreement?

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View Sample Constitution for a B Corporation (Proprietary Company)

Constitution for a B Corporation (Proprietary Company)
risk level indicator at Medium level

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.

Articles about Constitution for a B Corporation (Proprietary Company)

5 Key Things to Include in Your Company Constitution
By Eamon Fraser-Crooks|Nov 21, 2025

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
By Ilyas Omari|May 23, 2024

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
By Shrishti Shah|Dec 1, 2025

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.

Ordinary vs Special Resolution: Key Differences
By Vincent Appleton|Nov 28, 2025

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.

Memorandum and Articles of Association: an Explainer
By Chloe Yoo|May 23, 2024

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.

13 Lawpath Documents Provided Upon Company Registration
By Dominic Woolrych|Oct 1, 2024

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.

How to Modify a Company's Constitution
By Dominic Woolrych|Nov 25, 2015

How to Modify a Company's Constitution

Learn how to modify a company's constitution and save your company from unwanted legal headaches.

Replaceable Rules in the Corporations Act Explained
By Naga Vamaraju|Nov 21, 2025

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.

B-Corp Certification Guide for Australia
By Ilyas Omari|Nov 21, 2025

B-Corp Certification Guide for Australia

Learn about the B Corp certification process in Australia, its benefits, and the steps to becoming certified.

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