Company constitution update and replacement

Replace your outdated constitution with one that works for your business today.

A company constitution is the foundational document governing how the company operates. Many companies operate on a constitution that was drafted at formation, has never been reviewed, and no longer reflects the company’s current ownership, governance arrangements, or commercial needs. An outdated constitution creates practical problems and legal risks that are invisible until a shareholder dispute or a transaction forces them into view.

Some questions we often get asked about updating your constitution.

What is the difference between a company's constitution and the replaceable rules?

Under the Corporations Act 2001 (Cth) (the Act), a company can be governed by a constitution, by the replaceable rules set out in the Act, or by a combination of both. The replaceable rules are default provisions that apply if the company does not have a constitution or if the constitution does not address a particular matter. For most companies with more than one shareholder, a tailored constitution is preferable to relying on the replaceable rules.

Can the company's constitution be changed?

Yes. Under the Corporations Act 2001 (Cth), a company can adopt, modify, or repeal its constitution by special resolution which is passed by at least 75% of the votes cast by shareholders entitled to vote. The change must be lodged with ASIC within 14 days of the resolution being passed. If the company has a shareholders agreement, any constitution changes should be checked for consistency with that agreement before adoption.

What should a modern company constitution include?

A well-drafted constitution for a private company should cover the rights and obligations of shareholders, the process for issuing and transferring shares (including pre-emption rights), the composition and powers of the board, the conduct of shareholder meetings, director appointment and removal, dividend policy, dispute resolution between shareholders, and winding up. For companies with external shareholders or complex governance arrangements, additional provisions around reserved matters and shareholder information rights are also important.

Does my company need a shareholders agreement if it has a constitution?

Yes, in most cases where there are two or more shareholders. The constitution governs the company’s internal management and is a public document lodged with ASIC. A shareholders agreement is a private contract between shareholders that covers matters the constitution typically does not address well — including how decisions are made when shareholders disagree, exit events, restraints of trade, and dispute resolution. The two documents serve complementary purposes and should be reviewed together for consistency.

Fit for current structure

Transaction ready

Dispute prevention

Get your company constitution reviewed and updated.

A constitution that has not kept pace with the business creates problems when you least expect them.

An outdated or inadequate constitution creates problems at exactly the moments when the company needs clarity most. A share transfer that cannot be completed cleanly because the pre-emption provisions are ambiguous. A shareholder meeting that cannot validly transact business because the voting provisions do not reflect the current ownership structure. A dispute about whether a particular decision required shareholder approval. These are the consequences of a document that has not kept pace with the business.

We will review your current constitution and identify provisions that are outdated, inadequate, or inconsistent with current law or the company's actual arrangements.
We will prepare a modern replacement constitution suited to your company's current structure and anticipated future needs.
We will advise on the shareholder approval process required to adopt the new constitution.
We will ensure the new constitution is consistent with any shareholders agreement in place.
We will manage the adoption process and ASIC lodgement.

When your company's constitution is out of date and no longer fit for purpose

Your company has been operating for years on a constitution that was put together at formation and has never been reviewed. The company’s structure has changed, new shareholders have joined, and governance arrangements have evolved informally. You want a document that reflects the company as it actually operates and is suited to the transactions or growth plans you are planning.

What's included in your constitution update and replacement service

An outdated constitution creates problems you cannot see until they arrive.

Companies that have operated for years on an unchanged constitution often discover its inadequacy at the worst possible time. A transaction where due diligence identifies a constitution that does not deal with a change of control. A shareholder dispute where the voting provisions cannot resolve the deadlock because they were written for a two-person company that now has five shareholders. A new share issue that cannot be validly completed because the constitution does not permit the required class of shares. The constitution is a document most companies never look at — until they urgently need it to work.

From an outdated document to a constitution that works

We review the current constitution against the company’s actual structure, governance arrangements, and planned activities. We identify the provisions that need updating and prepare a modern replacement that is drafted for the company as it is today and as it is headed. The adoption process (shareholder approval, execution, and ASIC lodgement) is managed from beginning to end. When it is complete, the company has a foundation document it can rely on.

Your constitution replacement roadmap.

From an outdated document to a modern, fit-for-purpose constitution.

Review and identify

We review the current constitution against the company's actual structure, governance, and planned activities.

Draft and align

We prepare the replacement constitution and check consistency with any shareholders agreement or other governance documents.

Adopt and lodge

We manage shareholder approval, execution, and ASIC lodgement of the new constitution.

Corporate lawyers experienced in reviewing, updating, and replacing company constitutions for businesses at every stage of growth.

We know that the company constitution is not a document most business owners think about until a problem forces their attention to it. Our team reviews and replaces constitutions regularly and knows what provisions create problems in practice, what a modern constitution should cover, and how to get the adoption process done efficiently.

We understand you want to know the cost, before we get started.

We will map out our process, from beginning to end, so you know what the journey will look like before you get started.

We will provide you with a clear and detailed Work Proposal covering each step along the way.

Our fair fees are all-inclusive. No hidden costs for telephone calls, emails, photocopying, couriers, or coffee.

Our great lawyer guarantee

We want to be part of your team over the long term. We achieve this by adhering to these core principles:

Take the time

We listen carefully to understand what you want to achieve. Then we thoroughly explain our advice and step you through the documents. You can be sure you know the full consequences.

Share our knowledge

We will pass on as much knowledge as we can, so you can make your own informed decisions. We want to make you truly independent.

Stick to our knitting

We only do what we're good at. You can be confident that we know what we're doing and don't pass on the cost of our learning.

Work as one team

Someone will always be available to answer your questions, or point you in the right direction. You will also benefit from a range of perspectives and experience.

Fair pricing

For advice and documents, we provide a fixed or capped quote so you don't take price risk. If you're in a dispute, we map out the process and costs so you know what to expect.

It's your show

We're not in this for our egos. We're in it for a front row seat to witness your success.

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