Articles of Association (Australia)
CONSTITUTION OF [Company Name]
ACN: [Company ACN] | Registered address: [Registered Address], [Company State]
Adopted by special resolution on [Adoption Date]
1. PRELIMINARY
1.1 This document is the Constitution of [Company Name] (ACN [Company ACN]) (the 'Company'), adopted pursuant to s 136 of the Corporations Act 2001 (Cth) ('Corporations Act').
1.2 This Constitution replaces the replaceable rules in the Corporations Act in their entirety, except to the extent this Constitution expressly incorporates any replaceable rule.
1.3 Under s 140(1) of the Corporations Act, this Constitution has effect as a contract between the Company and each member, between the Company and each director and company secretary, and between each member and every other member.
1.4 In this Constitution, unless the context requires otherwise: 'Act' means the Corporations Act 2001 (Cth); 'ASIC' means the Australian Securities and Investments Commission; 'Board' means the directors acting as a board; 'Member' means a registered holder of shares; 'Special Resolution' has the meaning given in the Act.
2. SHARE CAPITAL
2.1 The Company's share capital comprises: [Share Classes]
2.2 At the date of adoption of this Constitution, the total shares on issue are: [Total Shares].
2.3 The Board may, by resolution, issue new shares in such amounts and with such rights, restrictions, and conditions as the Board determines, subject to the Act and, if applicable, any shareholders' agreement in force. Any issue of shares must comply with the pre-emptive rights procedure in clause 4 unless waived by all existing shareholders.
2.4 The Company must not issue shares at a discount, or with any uncalled liability, except as permitted by the Act.
3. DIRECTORS
3.1 The minimum number of directors is [Min Directors] and the maximum number is [Max Directors].
3.2 Directors are appointed by ordinary resolution of the Members at a general meeting, or by the Board between general meetings (subject to confirmation by ordinary resolution at the next general meeting).
3.3 A director may be removed by ordinary resolution of the Members passed at a general meeting, on not less than 28 days' notice.
3.4 The quorum for a Board meeting is [Board Quorum]. Unless a quorum is present, the Board may not transact business.
3.5 Board resolutions may be passed without a meeting if all directors who are entitled to vote on the resolution sign a document (or sign identical documents) setting out the resolution and agreeing to it, in accordance with s 248A of the Act.
3.6 Director remuneration is determined [Director Remuneration]. Directors are entitled to be reimbursed for reasonable out-of-pocket expenses incurred in the performance of their duties.
3.7 Each director owes the following duties under the Act: the duty to act in good faith in the best interests of the Company (s 181); the duty to exercise care and diligence (s 180); the duty to avoid improper use of position or information (ss 182–183); and the duty to prevent insolvent trading (s 588G).
4. SHARE TRANSFERS
4.1 No Member may transfer any share without complying with this clause. [Transfer Restriction].
4.2 A Member wishing to transfer shares must give written notice to the Company specifying the number and class of shares, the proposed transferee, and the proposed price per share. The Company must promptly give notice to all other Members.
4.3 Where pre-emptive rights apply, existing Members have [Pre-Emptive Offer Days] days to elect to purchase the offered shares pro-rata to their existing holdings at the price stated in the transfer notice.
4.4 A Member who is a party to a shareholders' agreement may not transfer shares in breach of any share transfer provisions of that agreement.
4.5 Permitted transfers (to a related body corporate, a trustee of a trust controlled by the transferring Member, or between members of the same corporate group) are not subject to the pre-emptive rights procedure but do require written Board approval.
5. GENERAL MEETINGS
5.1 General meetings may be called by the Board or as required by the Act. Members holding at least 5% of the votes may requisition a general meeting by written notice to the Board.
5.2 At least 28 days' notice of a general meeting must be given for special resolutions, and at least 21 days' notice for ordinary resolutions, unless a shorter period is agreed by all Members.
5.3 The quorum for a general meeting is [Member Quorum]. If a quorum is not present within 30 minutes of the appointed time, the meeting is adjourned to the same day in the next week, at the same time and place.
5.4 Each ordinary share carries one vote on a poll. Resolutions are passed by ordinary resolution (simple majority) unless this Constitution or the Act requires a special resolution (75% majority).
5.5 Members may appoint proxies or corporate representatives to attend and vote at meetings. Proxy appointments must be received at least 48 hours before the meeting.
5.6 Resolutions may be passed without a general meeting if all Members entitled to vote sign a document (or sign identical documents) setting out and agreeing to the resolution, in accordance with s 249A of the Act.
6. DIVIDENDS
6.1 [Dividend Policy].
6.2 Dividends may only be paid if the Company is solvent immediately after the payment, in accordance with s 254T of the Act. The Board must not declare or pay a dividend if the Company is insolvent or would become insolvent as a result.
6.3 Dividends are payable to Members in proportion to their shareholding in the relevant class, unless the rights attaching to a class of shares provide otherwise.
7. DIRECTOR INDEMNITY
7.1 [Indemnity Scope].
7.2 The Company may, with the approval of the Members, purchase and maintain Directors' and Officers' (D&O) liability insurance.
8. AMENDMENT
8.1 This Constitution may only be amended, repealed, or replaced by special resolution of the Members, in accordance with s 136 of the Act.
8.2 The Company must lodge a copy of any amendment to this Constitution with ASIC within 14 days of the amendment taking effect.
8.3 Governing Law: This Constitution is governed by the laws of [Company State], Australia, and the Commonwealth laws applicable therein, including the Corporations Act 2001 (Cth).
CERTIFICATE OF ADOPTION
We certify that this Constitution was duly adopted by special resolution of the Members of [Company Name] (ACN [Company ACN]) on [Adoption Date].
Director / Company Secretary
________________
Signature
Date: ________________
What Is a Articles of Association (Australia)?
A company Constitution (also called Articles of Association in many Commonwealth jurisdictions) is the foundational governance document of an Australian proprietary limited (Pty Ltd) company. Under the Corporations Act 2001 (Cth), a company's constitution governs the internal management of the company, including the rights and powers of shareholders and directors, the procedures for making decisions, and the management of the company's share capital.
Under s 140(1) of the Corporations Act, the company's constitution has the effect of a contract between the company and each of its members, between the company and each of its directors and company secretaries, and between each member and every other member. This means that shareholders and directors can enforce the constitutional rights against the company and against each other as a matter of contract law.
A Pty Ltd company incorporated in Australia is not required to have a constitution — if it does not adopt one, the 'replaceable rules' in the Corporations Act apply to the extent they are relevant. The replaceable rules are a set of default governance provisions that cover matters such as directors' powers, meeting procedures, and share transfers. However, the replaceable rules are generic and do not address many matters that are important in a privately held company with multiple shareholders — such as share transfer restrictions, deadlock resolution, pre-emptive rights, and specific class rights.
A company constitution is a public document that is lodged with the Australian Securities and Investments Commission (ASIC) at the time of incorporation or when adopted. Unlike a shareholders' agreement, the constitution is available for inspection by any person on the ASIC register. For this reason, sensitive commercial arrangements between shareholders are typically documented in a private shareholders' agreement rather than in the constitution.
The constitution is adopted or amended by special resolution of the shareholders (75% majority with 28 days' notice) under s 136 of the Corporations Act, and any amendment must be lodged with ASIC within 14 days.
The legal framework governing the Articles of Association (Australia) in Australia draws on several key statutes and regulatory bodies. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Parties executing a Articles of Association (Australia) in Australia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Corporations Act 2001 (Cth) sets the foundational requirements.
When Do You Need a Articles of Association (Australia)?
A company constitution is needed when a Pty Ltd company wants to modify, replace, or supplement the default replaceable rules under the Corporations Act 2001 (Cth). Most companies with multiple shareholders, or companies that are planning to raise capital, will want to adopt a constitution to address their specific governance needs.
At incorporation, the founders of a Pty Ltd company should decide whether to adopt a constitution or rely on the replaceable rules. For a simple one-person company, the replaceable rules may be sufficient. For any company with two or more shareholders, or any company planning to bring in investors or issue different classes of shares, a constitution is strongly advisable.
A constitution is essential where the company wants to issue preference shares or multiple classes of ordinary shares with different rights — the constitution must define the rights attaching to each class. It is also needed where the company wants to impose restrictions on the transfer of shares (such as pre-emptive rights or board approval requirements), which are not provided for by the replaceable rules.
For companies that intend to apply for an Australian Financial Services Licence (AFSL) or Australian Credit Licence (ACL) from ASIC, or that operate in regulated industries, a constitution that is consistent with the regulatory requirements is important.
For companies that are seeking venture capital or private equity investment, investors typically require the company to have a thorough constitution that is consistent with investment terms — this usually means a constitution that provides for preference shares with defined liquidation preferences, anti-dilution protections, and investor information rights.
A company that has previously relied on the replaceable rules and is now growing, taking on investors, or restructuring should adopt a formal constitution at that time.
What to Include in Your Articles of Association (Australia)
A thorough Australian company Constitution should include the following key provisions.
Share Capital — Define the company's share capital structure, including the number and classes of shares authorised, the rights attaching to each class (voting rights, dividend rights, and liquidation preferences), and the procedures for issuing new shares.
Share Transfers — Specify the restrictions on share transfers, including any requirement for board approval, pre-emptive rights procedures, and permitted transfers. Pty Ltd companies by law must restrict share transfers — the constitution must give the directors the power to refuse or delay a proposed transfer.
Directors — Define the qualifications for directors, the appointment and removal procedures, the board composition requirements, the powers of the board, the quorum for board meetings, the procedures for board meetings (including resolutions without meetings), and director remuneration.
Shareholder Meetings — Define the procedures for general meetings, including quorum requirements, notice periods, voting rights (proxies, corporate representatives), and the procedures for passing ordinary resolutions and special resolutions.
Dividends — Specify the board's power to declare dividends, the solvency requirements for payment (consistent with s 254T of the Corporations Act), the basis for distribution between different classes of shares, and the treatment of franking credits.
Company Secretary — Address the appointment, powers, and duties of the company secretary (if any — optional for Pty Ltd companies).
Winding Up — Address the distribution of the company's assets on winding up, after payment of creditors, between different classes of shareholders.
Indemnification — Include a director and officer indemnification provision, consistent with s 199A of the Corporations Act.
Amendment — Specify that the constitution can only be amended by special resolution in accordance with the Corporations Act.
Additional compliance elements for a Articles of Association (Australia) used in Australia include: Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
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author = {{Forms Legal}},
title = {Articles of Association (Australia) (Australia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/australia/business/corporate/articles-of-association-australia}},
note = {Free legal document template. Based on Corporations Act 2001 (Cth)}
}Also available for these jurisdictions:
Frequently Asked Questions
In Australian corporate law, the document that governs the internal management of a company is called the 'constitution' under the Corporations Act 2001 (Cth), not 'articles of association'. The term 'articles of association' is used in the UK, New Zealand, Hong Kong, and other Commonwealth jurisdictions. In Australia, the equivalent document is the company constitution, which replaced the two-document structure of Memorandum and Articles of Association (used prior to the introduction of the Corporations Act 2001). Many Australian lawyers and business people still use the terms 'articles of association' or 'M&A' to refer to the company constitution, and the documents serve the same purpose. A company incorporated in Australia after 1 July 1998 must adopt a constitution if it wants rules other than the statutory replaceable rules to govern its internal management. The constitution is lodged with ASIC at incorporation or at the time it is adopted and is a public document.
The replaceable rules are a set of default rules contained in the Corporations Act 2001 (Cth) that govern the internal management of a company if it does not have a constitution, or to the extent that its constitution does not deal with a particular matter. The replaceable rules cover a wide range of governance matters, including: the powers of directors and the division of governance responsibilities between directors and shareholders; procedures for calling and conducting board meetings and member meetings; voting rights and counting of votes; the appointment, removal, and remuneration of directors; share transfers; and dividends. A Pty Ltd company can modify or exclude the replaceable rules by adopting a constitution. Once a company has a constitution, the replaceable rules do not apply except to the extent that the constitution incorporates them. The replaceable rules do not apply to companies with a sole director who is also the sole shareholder.
Under s 136(2) of the Corporations Act 2001 (Cth), a company may modify or repeal its constitution, or adopt a constitution, by special resolution of the shareholders. A special resolution requires at least 28 days' written notice to all shareholders and must be passed by at least 75% of the votes cast by shareholders entitled to vote. The company must lodge a copy of the amended constitution and the special resolution with ASIC within 14 days of the change taking effect. Some provisions in a constitution may be 'entrenched' — the constitution may require a higher threshold (such as unanimous consent) to amend those specific provisions. For example, provisions protecting the rights of specific classes of shareholders may require the approval of holders of the affected class of shares in addition to the general special resolution requirement. Shareholders who disagree with a proposed constitutional amendment may apply to the court under s 232 of the Corporations Act for relief from conduct that is oppressive, unfairly prejudicial, or unfairly discriminatory.
Shareholders' rights under an Australian company constitution arise from the Corporations Act 2001 (Cth), the company's constitution (if any), and the general law of contract. Under s 140(1) of the Corporations Act, a company's constitution (if any) has effect as a contract between the company and each member, between the company and each director, and between members. The Corporations Act confers the following minimum rights on shareholders of a Pty Ltd company: the right to receive a copy of the company's annual financial statements (if any); the right to vote at general meetings; the right to a share of any dividend declared; the right to inspect company books and records in defined circumstances; the right to call a general meeting (if holding at least 5% of votes); and the right to apply to the court for relief from oppressive conduct under s 232. Additional rights — such as pre-emptive rights on share transfers, rights to appoint directors, and rights to financial information — are typically conferred by the constitution and/or a shareholders' agreement.
A Articles of Association (Australia) does not legally require a lawyer in Australia, and individuals and businesses may draft and execute the document independently. The Corporations Act 2001 (Cth) does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified Australia lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Federal Court of Australia has jurisdiction over disputes arising from this type of document, and Australian Securities and Investments Commission (ASIC) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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