Do I use a Constitution of Replaceable Rules?

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Do I use a Constitution of Replaceable Rules?

A company’s internal management may be governed by:

-      provisions of the Corporations Act 2001 (the Corporations Act) that apply to the company - known as replaceable rules;

-      a Constitution; or

-      a combination of both (s135 and 136).

ASIC provides a guide > Replaceable rules outlined, which contains a detailed listing of the text of the rules.
Replaceable rules do not apply to proprietary companies where the one person is the sole director and sole member, although a constitution may be adopted.

If your company is registered as a charity with the Australian Charities and Not-for-Profits Commission (ACNC) some of your reporting obligations to ASIC will no longer apply. See here for details.

The following companies must be governed by a constitution:

-       public companies 'Limited by Guarantee' who are applying to omit the word Limited from their name under section 150;

-       'No Liability' public companies under s112;

-       'special purpose companies' that want to obtain the reduced annual review fee under item 103 of the Corporations (Review Fees) Regulations 2003.

The Constitution for most companies is drawn up prior to the registration of the company. The Constitution has the effect of a contract between:

-       the company and each member;

-       the company and each director;

-       the company and the company secretary;

-       a member and each other member.

It is not necessary to lodge the Constitution of a proprietary company (not being an unlimited company) with the
application for registration but they must be kept with the company's records and made available if required. If you want to make sure that your intended company name cannot be taken by another person before you are ready to register it as a company, you can reserve a name. You can download a reservation 
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Mirko, Alum

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Posted 4 years ago

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