Constitution or Replaceable Rules?
A company may choose to be governed by:
The Constitution is a contract between:
- the provisions of the Corporations Act 2001 (Cth) – the
- a Constitution; or
- a combination of both.
- the company and each member;
- the company and each director;
- the company and the secretary;
- the members.
If a company does not have a Constitution in relation to a
particular topic, the relevant “Replaceable Rules” apply – see
the table of “Replaceable Rules” set out by the law here
. The “Replaceable Rules” do not apply to the
following types of
company and must
have a Constitution:
- proprietary companies where the one person is the sole
director and sole member;
- public companies limited by guarantee who apply to have the
word “Limited” omitted from their name under section 150 of the Corporations
Act 2001 (Cth);
- no liability public companies; and
- special purpose companies.