Company Constitution Update

Also known as Company Constitution Replacement.

What are Company rules?
Your company will currently be governed by a constitution, replaceable rules or Memorandum and Articles of Association (for older companies). These are the Company's 'rules'.

What does this document do?
This document removes your old company rules and replaces those rules with a new company constitution.

Why do I need a new company constitution?
A company constitution is a legal document. You need to update your company rules from time to time.

By replacing your old company rules with a new constitution, you may then take advantage of any new provisions in the laws that apply to your company. The new constitution also allows for your company to have a single director and/or single shareholder, which many old company rules do not.

What happens to shares issued under previous company rules?
Any shares issued by the company under any previous constitution, articles of association or replaceable rule shall continue to have the same rights attached to these shares.

Does this new company constitution include a Division 7A Loan Agreement?
No, it does not, but you can build a Division 7A Loan Agreement here.

Download the Company Constitution Update Checklist

Download the Company Constitution Update Sample

Company Detail
• How do I write the name of company?
• What is an ACN?
• How many characters are there in an ACN?
• Is the ACN the same as the ABN?
• Does this kit just update our old constitution/Memorandum and Articles of Association?
• How do I replace my Company Constitution?
• Do I need to inform the Australian Securities & Investments Commission?
• What do I get from Law Central for my money?
• Would it change the share structure from the old constitution?
• If I replace the Constitution of my Company what happens to the different share classes?

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Company Detail

• How do I write the name of company?

  You write the name of your company exactly as the name that appears on the Company registration when you first registered with ASIC.
  E.g. Manley Pty Ltd
  

  This hint is provided by Law Central Legal.

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• What is an ACN?

  "ACN" stands for Australian Company Number. It is a unique number given to every registered Australian company.

  This hint is provided by Law Central Legal.

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• How many characters are there in an ACN?

  The ACN of a company usually has nine characters.
  For example the ACN of Smith Pty Ltd is ACN 999 250 250.
  

  This hint is provided by Law Central Legal.

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• Is the ACN the same as the ABN?

  No.
  
  Although they are similar, the ABN has 11 characters and is mainly used for taxation purposes.
  E.g. ABN 22 345 666 897
  You need to put in the ACN. Don't put in the ABN.
  

  This hint is provided by Law Central Legal.

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• Does this kit just update our old constitution/Memorandum and Articles of Association?

  This kit completely replaces your old constitution.
  
  If you had a Memorandum and Articles of Association, this kit replaces both of those documents.
  
  Please note that you should still keep a copy of your old constitution or Memorandum and Articles of Association in your Company File. This is particularly important if you have issued different classes of shares, as these share classes will be preserved.

  This hint is provided by Law Central Legal.

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• How do I replace my Company Constitution?

  This is what you need to do:
  
  1. Generate all the documents from LawCentral;
  
  2. Get all the Shareholders to sign the Circulating Resolution Minute;
  
  3. Get a director to sign and date the Circulating Resolution Minute within a reasonable time of it being signed by the Shareholders; and
  
  4. Put the new Company Constitution and the Circulating Resolution Minute in your Company File.
  

  This hint is provided by Law Central Legal.

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• Do I need to inform the Australian Securities & Investments Commission?

  No.
  
  For private companies (i.e. Pty Ltd companies that have less than 50 members) you do not need to inform ASIC when you update your Company Constitution.

  This hint is provided by Law Central Legal.

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• What do I get from Law Central for my money?

  You receive the Circulating Resolution Minute and a new Company Constitution.

  This hint is provided by Law Central Legal.

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• Would it change the share structure from the old constitution?

  No. For example, if you have special classes of shares in your old constitution, it remains unchanged.

  This hint is provided by Law Central Legal.

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• If I replace the Constitution of my Company what happens to the different share classes?

  Nothing, they stay the same.
  
  When we update your Constitution or Articles of Association we don't change the classes of shares. We have included a clause in the Resolution that states that the classes of shares are preserved from the old Constitution or Articles of Association. This is why it is important that your old Company Constitution or Articles of Association is kept in your Company File.

  This hint is provided by Law Central Legal.

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This document has been prepared by Law Central Legal

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