Do I need to have a company constitution in place?

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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.

Further Reading

https://asic.gov.au/for-business/registering-a-company/steps-to-register-a-company/constitution-and-replaceable-rules/replaceable-rules-outlined/

https://asic.gov.au/for-business/registering-a-company/steps-to-register-a-company/constitution-and-replaceable-rules/

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