Adoption of New Constitution
(New Corporations Act)

Adoption of a newly drafted constitution (in lieu of existing Memorandum and Articles of Associations) including full regulations for the management of a proprietary company which comply with the current Corporations Act.

What we provide

  • Drafted by specialist corporate lawyers of high professional standing
  • Professional quality presentation - additional copies as required
  • Includes regulations appropriate to private company management and ownership

Please contact us if you wish to discuss any aspect of your Company's Constitution.

Further Information

The Company Law Review Act 1998 came into effect on 1st July, 1998 and made substantial amendments to the provisions of the Corporations Act applicable to companies.

Some of the changes which were made

  • Memorandum of Association - now part of Constitution
  • Articles of Association - now part of Constitution
  • Par value for shares - no longer applicable
  • Premium on shares - no longer applicable
  • Discount on shares - no longer applicable
  • Common seals - no longer necessary but optional
  • Authorised & Nominal Capital - no longer applicable
  • Calling of members' meetings - Amendment to period of notice
  • Notices of members' meeting - may now be sent by fax or email
  • Directors Meetings - may use any form of technology agreed
  • Annual general meetings - no longer required for Pty. companies

The above are only some of the changes which have either been made mandatory in the Corporations Act or as Replaceable Rules under the Act.


Whilst an existing company may continue to operate under its existing constitution (M & A's), many such constitutions will be so outmoded by the amendments as to make a reading of the constitution difficult and in many cases its provisions either void under the Act or inappropriate to current practical circumstances.

Our constitution has been drafted by a leading firm of corporate lawyers to comply with the latest provisions of the Corporations Act and to include all desirable provisions relating to a proprietary limited company.

We suggest that your client should consider adopting a new constitution rather than amending their existing constitution (M & A's).

Please see our fee schedule for the costs of adoption of the new constitution and change of officeholders and/or shareholders.

Important Information

It is important to note that prior to amending or replacing an existing constitution the directors of a company should discuss with their legal advisers the legal consequences (if any) of such amendment or adoption and should also consider whether there are any provisions in existing contracts to which the company is a party which would require the obtaining of a consent to such an amendment or adoption.

We do recommend that providing there is no legal reason to the contrary you adopt our new constitution for your company to bring it up to date with the current law and to take advantage of other technological changes.

To proceed, please complete our Order Form indicating the chosen actions you require.

Please contact us if you wish to discuss any aspect of the amendment or adoption.