The short answer is no.
While a company constitution is not mandatory for all companies, it is highly recommended as it provides a framework for internal management and governance.
You must have a constitution if you are a:
- ‘no liability’ public company; or
- ‘special purpose’ company.
If your company is not one of these listed above, you have the choice to either:
- Use the replaceable rules contained in the Corporations Act;
- Draft your own constitution; or
- Use a combination of the two.
What are replaceable rules?
As outlined in the Corporations Act 2001 (Cth), the replaceable rules are a default set of rules that govern a company’s internal management if it doesn’t have a company constitution.
If you have any questions, don’t hesitate to contact us.




