Constitution for New Companies

A Constitution is an essential and crucial document that regulates your company's activities and the relationship between your company's directors and shareholders. This Constitution is a simplified version appropriate for new companies.

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Last updated October 23, 2025

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Suitable for Australia

Constitution for New Companies

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What is a constitution for new companies?

A constitution for new companies is a legal document that sets out the rules for managing a company and governs the relationship between its directors and shareholders.
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When should you use a constitution for new companies?

You should use a constitution when you want to customise how your company is run, rather than relying on the standard replaceable rules in the Corporations Act.
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What should be in a constitution for new companies?

A constitution should cover company structure, share issues and transfers, meetings, voting, directors’ roles, company secretary, and dividend distribution.
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Frequently asked questions

What is a constitution for new companies?

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When should you use a constitution for new companies?

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What should be in a constitution for new companies?

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How does this constitution protect directors and shareholders?

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What are the key limitations of this constitution?

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Is this constitution suitable for all company types?

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What steps should you take after preparing this constitution?

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View Sample Constitution for New Companies

Constitution for New Companies
risk level indicator at Medium level

The Legal Risk Score of a Constitution for New Companies 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 for New Companies

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.

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.

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.

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.

The Lawpath Blog
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The Lawpath Blog

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