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Some constitutions need to be updated from time to time to stay in line with the changing legislation, such as new provisions applicable to dividend payment rules. You will also need a new constitution if you have lost your existing constitution.


Replaceable rules are not applicable to proprietary companies with one person as sole director and member. These companies are governed by Sections 198E, 201F, and 202C of the Corporation Act 2001 which contain a very limited set of provisions. Hence, in our opinion, one person company must use a constitution.


Replaceable rules are not applicable to Special purpose companies like Superannuation Trustee Companies for which the adoption of a constitution is necessary.


Price: $132.00 Including GST (No Charges for Annual Subscribers)   Download Order Form


(Print Bundle+$77 Including GST-Same day delivery for Sydney metro area if order placed before 10am)



A constitution has many advantages over being governed by a set of replaceable rules, including: -

  • Replaceable rules can have only one class of shares, while with a constitution you can have several classes of shares (ours have 20 classes of shares) with different voting rights, dividend rights, and right to capital upon winding up, etc. which can be useful in achieving objectives like income splitting, dividend streaming, and selective control.
  • A constitution can contain comprehensive provisions regarding calling and holding of meetings, whereas these provisions are not available in replaceable rules.
  • Our Constitution has the following provisions:

    1. Requisition of a meeting by members.
    2. Holding a meeting at more than one place with technological media.
    3. Passing of a members’ resolution without holding a physical meeting, by way of circular resolution;

  • A Constitution can contain comprehensively drafted detailed guidelines on the day-to-day management of the company as compared to very brief provisions in replaceable rules.
  • Replaceable rules provide the ability to appoint any person as director to make up a quorum for a director’s meeting even if the total number of directors of the company are not present to make up a quorum for that meeting. This rule can be detrimental to the company’s interest and absentee directors, hence not included in our constitution.
  • Constitution, as against replaceable rules provide a comprehensive, published, and self-contained set of rules which are easily accessible and conveyable to outsiders like banks, etc.

Documents we provide

  • Constitution of Company -Soft Copy
  • Minutes of shareholder’s meeting
  • Notice of Extra Ordinary General Meeting
  • Minutes of the director’s meeting

Print Bundle

One Hard loose-leaf Binder plus additional two copies of the constitution


How to Order

Steps:

  1. Download the forms and invoice from the links. (Annual subscribers do not pay)
  2. Fill out the form and return it to us along with the payment receipt at companychanges@trustdeed.com.au
  3. We will prepare it and send it to you

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How to use our service?

Phone : 02 9684 4199
Email : sales@trustdeed.com.au

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Specific legal advice

Batallion Legal will charge for this service. Please visit http://www.batallion.com.au

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