Adoption of Constitution

If your clients have lost their company constitution, or they have an old memorandum and articles or constitution that has become restrictive (e.g. some older constitutions do not allow for a sole director or for the company to be special purpose), in most cases the members can adopt a new constitution. We can help by preparing an updated constitution and resolutions for the adoption and this new constitution will replace the old one.

We will prepare resolutions and the new constitution for the directors to adopt.

Our constitution:

  • allows for single director companies
  • is flexible and allows for different classes of shares
  • includes robust dispute resolution clauses
  • allows for special purpose companies ( solely as trustee of SMSF)
  • can either give the chair a casting vote to break deadlocks, or not give the chair a casting vote, which means in the event of a deadlock that can’t be broken, the members can request that the matter be referred for decision by arbitration

Note: Repeal or Amendment of Constitution
Most companies can repeal or amend their constitution by special resolution. However, some companies may have additional requirements (e.g. the consent of a governing director). This is rare, but if it is the case with this company, you will need to notify us of the requirement in Special Instructions and upload a copy of the constitution before we can prepare the documents. All constitution adoptions will be processed on the assumption that a special resolution alone will be sufficient, unless we are otherwise instructed.

Deeds and ASIC Documents

  • Company Constitution
  • Special Resolution of Members
  • Adopted Constitution

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