Articles Of Association Constitution Template for Australia

The Articles of Association Constitution is a fundamental legal document required for all companies registered in Australia under the Corporations Act 2001. This document serves as the company's foundational governance framework, establishing the rules and regulations that govern its internal operations and management. It defines the relationships between shareholders, directors, and other stakeholders, outlines corporate governance procedures, and sets forth the company's objectives and powers. The constitution becomes binding upon registration with ASIC and operates as a statutory contract between the company and its members, between the company and its directors and secretary, and between members. Companies may either adopt the replaceable rules from the Corporations Act, create their own constitution, or use a combination of both approaches.

1. Company Name and Type: Specifies the company name and type (e.g., limited by shares, limited by guarantee)

2. Definitions and Interpretation: Defines key terms used throughout the constitution and interpretation rules

3. Objects and Powers: States the company's purposes and powers

4. Share Capital and Variation of Rights: Details the company's share structure and classes of shares

5. Lien on Shares: Provisions regarding company's lien on shares and unpaid amounts

6. Calls on Shares: Procedures for making calls on partly paid shares

7. Transfer of Shares: Rules and procedures for transferring shares

8. Transmission of Shares: Provisions for share transmission upon death or bankruptcy

9. General Meetings: Rules for calling and conducting general meetings

10. Proceedings at General Meetings: Procedures for general meeting conduct, voting, and proxies

11. Directors: Appointment, removal, and powers of directors

12. Powers and Duties of Directors: Scope of directors' authority and responsibilities

13. Proceedings of Directors: Rules for directors' meetings and decision-making

14. Secretary: Appointment and role of company secretary

15. Minutes and Records: Requirements for maintaining company records

16. Execution of Documents: Rules for executing company documents

17. Dividends and Reserves: Provisions for declaring and paying dividends

18. Notices: Rules for giving notices to members

19. Winding Up: Procedures for company dissolution

20. Indemnity and Insurance: Protection for officers and insurance provisions