Certificate of Incumbency / Company Officers Certificate (Australia)

Create a Company Register Extract for an Australian company under ss 168-172 of the Corporations Act 2001 (Cth). This document consolidates the key information that every registered company is required to maintain in its statutory registers — the register of members (shareholders), the register of directors and secretaries (officeholders), and records of Personal Property Securities Register (PPSR) interests over company assets. Every Australian company, whether a proprietary company (Pty Ltd) or a public company (Ltd), is required by law to maintain statutory registers. Section 168 of the Corporations Act 2001 (Cth) sets out the registers that companies must keep. Section 169 specifies the contents of the register of members, which must record the full name and address of each member, the date each person became and ceased to be a member, the class and number of shares held, and the amount paid and unpaid on those shares. Section 170 grants members and other persons the right to inspect the register of members — members may inspect without charge, and other persons may do so upon payment of a prescribed fee. The register of officeholders must record the full name, date of birth, and residential address of each current and former director and company secretary. Under s 205B of the Corporations Act, any change to an officeholder's details — including a new appointment, resignation, or change of address — must be notified to ASIC within 28 days of the change, using ASIC Form 484. Failure to notify ASIC is an offence. Under s 172 of the Corporations Act, the register of members must be kept at the company's registered office or at another place in Australia approved by ASIC. The register must be available for inspection during business hours. A proprietary company that fails to maintain its registers in accordance with the Corporations Act may face civil penalties and other regulatory consequences. The Personal Property Securities Register (PPSR) — established under the Personal Property Securities Act 2009 (Cth) — is a national, public register of security interests over personal property (assets other than land). When a company grants a security interest to a lender — such as a fixed and floating charge over all of the company's assets — the lender registers the interest on the PPSR. Unregistered security interests may lose priority to other creditors or a liquidator in the event of the company's insolvency. A company register extract should therefore include a search of the PPSR to identify any current registrations over the company's assets. This Company Register Extract template is suitable for use by company secretaries, directors, solicitors, and accountants who need to consolidate a company's register information into a single document — for example, for due diligence purposes in a business sale, for a banking facility review, or for a board governance audit. It covers the registered office address, date of registration, members register summary, total shares on issue, PPSR registrations, current and former officeholders, ASIC notification currency, and an optional section on debenture holders and beneficial ownership. The extract includes a certification section confirming the accuracy of the information as at the extract date, and a disclaimer making clear that this is an internal company record rather than an official ASIC certified search. For official register searches, parties should conduct a current search of the ASIC company register at asic.gov.au.

Create a Company Constitution for an Australian company under the Corporations Act 2001 (Cth) ss 135-141. Covers replaceable rules modification, share issue and transfer restrictions, directors' powers and duties, board and general meeting procedures, dividends (s 254T), officer indemnity (s 199A), document execution (s 127), and winding up provisions. Suitable for proprietary companies (Pty Ltd) and public companies (Ltd) in all Australian states and territories.

Generate a compliant Australian board resolution or minutes of meeting under the Corporations Act 2001 (Cth). Choose between a formal board meeting with proper minutes or a circular resolution passed without a meeting under section 248A. Covers quorum, voting, chairperson confirmation, and director signatures — suitable for any company decision from bank account approvals to major transaction authorisations.

Create a Board Corporate Governance Policy for an Australian company aligned with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (4th edition, 2019) and the director duty provisions in ss 180-184 of the Corporations Act 2001 (Cth). This policy establishes the governance framework for the board of directors, covering board composition and independence, director duties and conduct, board committees, integrity and disclosure policies, and risk management. Corporate governance refers to the systems, policies, and processes by which a company is directed and controlled. Good corporate governance builds investor confidence, reduces the risk of misconduct, and supports long-term value creation. In Australia, the primary governance framework for listed companies is the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (4th edition, 2019) ('ASX CGC Principles'), which sets out eight principles: laying solid foundations for management and oversight; structuring the board to be effective and add value; instilling a culture of acting lawfully, ethically, and responsibly; safeguarding the integrity of corporate reporting; making timely and balanced disclosure; respecting the rights of security holders; recognising and managing risk; and remunerating fairly and responsibly. Compliance with the ASX CGC Principles is on an 'if not, why not' basis — listed entities are required by ASX Listing Rule 4.10.3 to include a corporate governance statement in their Annual Report disclosing the extent to which they have followed the Recommendations, and explaining any departures from them. Proprietary companies are not subject to the ASX CGC Principles, but many adopt similar frameworks voluntarily as a matter of governance best practice. The director duty provisions in ss 180-184 of the Corporations Act 2001 (Cth) form the statutory backbone of Australian corporate governance. Section 180 imposes a duty of care and diligence, including a business judgment rule (s 180(2)) that protects directors who make good-faith, informed business decisions. Section 181 requires directors to act in good faith in the best interests of the company and for a proper purpose. Sections 182 and 183 prohibit directors from improperly using their position or information obtained as a director to gain an advantage or cause detriment to the company. Section 184 makes dishonest breaches of these duties a criminal offence. Civil penalties for breaches of ss 180-184 can be as high as AUD $1,565,000 per contravention, and courts may also disqualify directors from managing corporations. This policy covers the establishment and terms of reference of board committees — including the Audit and Risk Committee (ASX CGC Recommendation 4.1), the Remuneration Committee (ASX CGC Recommendation 8.1), and the Nomination Committee (ASX CGC Recommendation 2.1). It also addresses the code of conduct, whistleblower protections under Part 9.4AAA of the Corporations Act (as inserted by the Treasury Laws Amendment (Enhancing Whistleblower Protections) Act 2019 (Cth)), continuous disclosure obligations under s 674 of the Corporations Act and ASX Listing Rule 3.1, and the board-level risk management framework under ASX CGC Principle 7. This Corporate Governance Policy template is suitable for ASX-listed companies, unlisted public companies, and large proprietary companies seeking to adopt a comprehensive governance framework. It is designed to be reviewed annually by the board and disclosed publicly in the company's Annual Report and corporate governance statement. The 2024 mandatory climate-related financial disclosure reforms under the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Act 2024 (Cth) introduce phased requirements for large companies to disclose climate-related risks and opportunities in accordance with the Australian Sustainability Reporting Standards (ASRS) issued by the Australian Accounting Standards Board (AASB). The first tranche of entities — those with consolidated revenue of AUD $500 million or more, or 500 or more employees — must begin mandatory climate disclosures for financial years commencing on or after 1 January 2025. A Corporate Governance Policy for entities in scope should address board oversight of climate-related risks and the integration of sustainability considerations into the company's risk management framework.

A shareholders' resolution is a formal decision made by the members (shareholders) of an Australian company, either at a general meeting or by written resolution without a meeting. This template covers both ordinary resolutions and special resolutions, passed either at a general meeting or, in the case of proprietary companies, by written resolution under section 249A of the Corporations Act 2001 (Cth). In Australian corporate law, there are two principal types of shareholder resolution. An ordinary resolution is passed by a simple majority — more than 50% of the votes cast by shareholders entitled to vote. A special resolution requires a higher threshold — at least 75% of the votes cast — and is used for significant constitutional or structural changes to the company. The distinction between ordinary and special resolutions is defined in section 9 of the Corporations Act 2001 (Cth). Shareholder decisions can be made in two ways under the Corporations Act. The first is at a general meeting — either an annual general meeting (AGM) under section 250N or an extraordinary general meeting (EGM) convened under section 249C. General meetings of members must be convened with proper notice — at least 21 days under section 249H for most companies, and 28 days for listed public companies. The meeting must have a quorum (at least two members in person for proprietary companies under section 249T), and resolutions are voted on and recorded in minutes under section 251A. The second method, available only to proprietary companies (Pty Ltd), is the written resolution without a meeting under section 249A of the Corporations Act. Under this provision, all members entitled to vote must sign a document containing the resolution. There is no need to give notice, convene a meeting, or establish a quorum. The written resolution procedure is a replaceable rule — it applies unless the company's constitution provides otherwise. Common matters that require an ordinary resolution include: appointing or removing a director (sections 201G and 203D); approving a related party benefit (section 208); allotting shares (section 254A); and approving financial reports. Common matters requiring a special resolution include: changing the company name (section 157); altering or adopting a constitution (section 136); converting the company type (section 162); reducing share capital (section 256B); and voluntarily winding up the company (section 491). This template supports both methods of passing resolutions and covers the full range of ordinary and special resolution subject matters. It includes ASIC lodgement reminders where applicable, given that certain resolutions — particularly special resolutions — must be lodged with ASIC within 14 days of being passed under section 136(5) and related provisions. Once passed, all shareholder resolutions must be recorded in the company's minute book within one month, pursuant to section 251A(1) of the Corporations Act. The minute book must be retained for at least seven years under section 251A(6). Members have a right to inspect the minute book under section 251B. Shareholders and companies should ensure proper record-keeping following the passage of any resolution, as failure to maintain accurate records is a contravention of the Corporations Act. This template is suitable for use by all types of Australian companies incorporated under the Corporations Act 2001 (Cth), including proprietary companies limited by shares (Pty Ltd), public companies limited by shares (Ltd), and companies limited by guarantee. Companies with specific governance requirements, particularly ASX-listed companies or those subject to ASIC guidance, should seek legal advice before relying solely on this template for major transactions.