Company Constitutions Built for Your Business
Most Australian companies run on the replaceable rules - a generic default that wasn't designed for your business. A proper constitution replaces it with something that actually fits.
- Replace generic replaceable rules
- Director, shareholder, and dividend powers
- Succession and transfer restrictions
What’s included
- Custom company constitution
- Director appointment and removal rules
- Share transfer restrictions (pre-emption)
- Dividend and distribution powers
- Drag-along and tag-along provisions
- Director indemnity clauses
The replaceable rules don't know your business
The Corporations Act's 'replaceable rules' are a generic default. They don't know if you have family shareholders, employee share schemes, plans to bring in investors, or specific succession arrangements. For a serious business, the replaceable rules are a stopgap - a proper constitution is the long-term solution.
- No share transfer restrictions = shares can end up anywhere
- Generic dividend rules may not match your capital structure
- Limited director indemnity and protection clauses
- No tailored succession for shareholder deaths or exits
A clear process, not a legal maze.
Understand your company
Who are the shareholders? What classes of shares do you have? Who are the directors? What rules do you want for transfers, dividends, and exits?
Sam drafts the constitution
A custom constitution tailored to your company - not a template. Director powers, share classes, transfer restrictions, dividend rules, pre-emption rights, drag-along and tag-along.
Adopt and lodge
Shareholders adopt the constitution by special resolution. We handle the paperwork and update ASIC where required.
Here’s what you get when you work with Sam.
Sam did wills for my extended family and he was not only lovely to deal with, but efficient and very knowledgable. I wouldn't hesitate to refer my family and friends to him.
Frequently asked questions
A company constitution is an internal rulebook that governs how a company operates - how directors are appointed, how shares are issued and transferred, how dividends are paid, and what powers shareholders and directors have. It can replace (or work alongside) the Corporations Act's default 'replaceable rules'.
Replaceable rules are the Corporations Act's default - generic, one-size-fits-all. A constitution is a custom document that replaces or modifies them. Most serious businesses adopt a custom constitution rather than relying on the defaults.
Usually yes. A constitution governs the company's internal rules (everyone who becomes a shareholder is bound by it). A shareholder agreement sits alongside, governing the specific relationships between current shareholders - including matters too private for the constitution. Best practice is both.
By a special resolution of shareholders - 75% approval. The resolution is usually passed at a general meeting or as a written resolution if unanimous. We prepare the resolution and the lodgement.
Company constitutions are quoted individually because the drafting depends on the company's shareholder structure, share classes, and governance needs. Sam will propose a fixed fee after the initial consultation so you know the cost before work begins.
Not typically - a constitution is an internal document. But some changes need ASIC notification (like changes to share structure). We handle any required lodgements.
You may also want to look at
Shareholder Agreements
A good shareholder agreement is the document no one reads until something goes wrong - and then it's everything.
Learn moreBusiness Succession Planning
Selling, stepping back, passing to family, or planning for the unexpected - a proper succession plan turns a vulnerable business into a durable one.
Learn moreStrategic Restructuring
Whether you're planning a sale, preparing for family succession, or just cleaning up a structure that's grown organically, strategic restructuring puts your business on firmer ground.
Learn moreReplace the generic rules with one that fits
Book a chat with Sam. Most company constitutions take 2 to 3 weeks from brief to adopted document.
- Free 20-minute initial conversation
- Fixed-fee quotes before any work begins
- Home visits available across Adelaide
- Typically 2 weeks to signed documents