Corporate
Articles of incorporation, operating agreements, bylaws, and corporate governance. Free templates — download PDF or Word, no signup required (2026).
SAS Incorporation Agreement Argentina (Instrumento Constitutivo SAS)
A Simplified Corporation Incorporation Agreement (Instrumento Constitutivo de Sociedad por Acciones Simplificada — SAS) for Argentina — governed by Law 27.349 (Apoyo al Capital Emprendedor), enabling online registration within 24 hours through TAD, with flexible governance and single-shareholder capability.
Articles of Incorporation
Starting a corporation? The Articles of Incorporation are your company’s birth certificate — the document you file with the state to officially bring your business into existence. Without it, you’re just an idea on paper. This filing establishes your company name, purpose, registered agent, share structure, and incorporator details. Getting it right from the start saves you headaches with the state secretary’s office down the road. Our free template walks you through each required field with helpful hints. Fill it out, preview your document, and download as PDF or Word to file with your state.
Articles of Organization (LLC)
Form a Limited Liability Company in any US state with this Articles of Organization template. Covers company name, registered agent, management structure, member information, and purpose as required by state LLC statutes.
Annual General Meeting Notice (Australia)
Issue a compliant Notice of Annual General Meeting (AGM) for an Australian company. Meets Corporations Act 2001 (Cth) requirements for notice periods, agenda items, financial report tabling, director elections, and proxy rights.
Articles of Association (Australia)
Create a company Constitution (Articles of Association) for an Australian proprietary limited (Pty Ltd) company, compliant with the Corporations Act 2001 (Cth). Covers share structure, directors' powers, board meetings, member meetings, dividend policy, share transfer restrictions, and replaceable rules modification under Australian corporate law.
Board Resolution / Minutes (Australia)
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.
Business Name Registration Checklist (Australia)
Create a Business Name Registration Checklist for an Australian business under the Business Names Registration Act 2011 (Cth). This checklist guides individuals and entities through the process of checking availability, registering, renewing, transferring, and cancelling a business name with ASIC. In Australia, a business name is a name under which a person carries on a business. The registration of business names is governed by the Business Names Registration Act 2011 (Cth) (BNRA), which is administered nationally by ASIC. Before the BNRA came into force, business name registration was a state and territory responsibility, resulting in a fragmented national system. Since 28 May 2012, business name registration has been consolidated into a single national register administered by ASIC. Under s 18 of the Business Names Registration Act 2011 (Cth), it is an offence to carry on business under an unregistered business name. The maximum civil penalty for this offence is 50 penalty units (AUD $16,500 as at 2025). However, s 22 of the BNRA provides several exemptions — most importantly, an individual does not need to register a business name if they carry on a business solely under their own name without any additions. For example, if John Smith carries on a plumbing business under the name 'John Smith', registration is not required. But if he carries on business as 'John Smith Plumbing' or 'JS Plumbing Services', registration is required. A business name can only be registered if the applicant holds an active ABN. The ABN links the business name to the holder's identity on the Australian Business Register. Registration is completed online via ASIC Connect at connectonline.asic.gov.au or through the ABR at abr.gov.au. The registration fee is AUD $44 for one year or AUD $102 for three years (as at 2025-26 — fees change annually and should be confirmed at asic.gov.au before applying). Before applying, the applicant must check that the proposed business name is available by searching the ASIC register at asic.gov.au. Under s 26 of the BNRA, ASIC must not register a name that is identical or nearly identical to an existing registered business name, company name, or trade mark — or a name that contains a word or expression listed in the Business Names Registration (Availability of Names) Determination 2012 (Cth) as requiring consent. Restricted words include 'bank', 'banking', 'building society', 'credit union', 'insurance', 'university', 'royal', and similar terms requiring ministerial or regulatory approval. Registering a business name does not give the holder any intellectual property rights in the name. To protect a business name as a brand, the holder must separately apply for a trade mark with IP Australia under the Trade Marks Act 1995 (Cth). Many businesses are unaware of this distinction and mistakenly believe that business name registration provides trade mark protection. A registered business name must be renewed before it expires — ASIC sends renewal reminders to the registered email address approximately one month before expiry. Renewal is available for one or three years. If the name is not renewed within a two-month grace period after expiry, it lapses and becomes available for registration by any other party. Under s 68 of the BNRA, a registered business name can be transferred to a new holder via the ASIC Connect portal — the transfer does not affect the registration period or expiry date. Under s 54 of the BNRA, a business name must be displayed prominently at every place where the business is carried on that is open to the public, and on all business correspondence. This checklist template is suitable for sole traders, partnerships, companies, and trusts registering a new business name, as well as businesses reviewing existing business name registrations for renewal or transfer.
Capability Statement (Australia)
Create a professional Australian business Capability Statement for government and corporate tender responses, supplier prequalification, and new client business development. Covers business profile (ABN/ACN, year established, staff numbers), core services and target markets, key personnel with qualifications, significant past projects, ISO and industry certifications, public liability and professional indemnity insurance, contract delivery capacity (AUD), and a unique value proposition. Suitable for all industry sectors and all Australian states and territories.
Change of Director Notice (Australia)
Notify ASIC of a change of director for an Australian company. Compliant with Corporations Act 2001 (Cth) s205B notification requirements. Covers appointment, resignation, and cessation of directorship within the required 28-day timeframe.
Co-Founder Agreement (Australia)
Create a Co-Founder Agreement for an Australian startup venture — whether pre-incorporation or after company registration. Covers equity split, vesting schedule with cliff period, IP assignment, roles and responsibilities, decision-making authority, sweat equity contributions, good/bad leaver provisions, non-competition, non-solicitation, confidentiality, and dispute resolution. Suitable for all Australian states and territories.
Company Constitution (Australia)
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.
Company Register Extract (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.
Company Registration Checklist (Australia)
Registering a new company in Australia is governed by the Corporations Act 2001 (Cth) and administered by the Australian Securities and Investments Commission (ASIC). This checklist guides founders and entrepreneurs through every step of the process — from pre-registration decisions and name availability through to post-registration compliance obligations — covering both the ASIC registration process and the associated tax and regulatory requirements. The legal basis for company registration in Australia is section 117 of the Corporations Act 2001 (Cth), which authorises a person to apply to register a company by lodging the required information with ASIC and paying the prescribed fee. The application is made using ASIC Form 201 (Application for Registration as an Australian Company). Upon registration, ASIC issues a certificate of registration under section 118 and assigns the company a unique nine-digit Australian Company Number (ACN). ASIC typically processes online applications within one business day. The most common company type registered in Australia for small and medium businesses is the proprietary company limited by shares (Pty Ltd). A proprietary company may not have more than 50 non-employee shareholders (section 113), cannot raise funds from the public, and must have at least one director who ordinarily resides in Australia (section 201A). In contrast, a public company (Ltd) can raise public funds, have an unlimited number of shareholders, and is subject to more stringent disclosure and governance requirements. A fundamental decision at the time of registration is whether the company will adopt a bespoke constitution or rely on the 'replaceable rules' in the Corporations Act. Sections 135 to 137 of the Corporations Act establish this framework. The replaceable rules are a set of default governance provisions in the Corporations Act that apply automatically to proprietary companies unless the company adopts a constitution that modifies or excludes them. A bespoke constitution allows founders to customise the rules governing shareholder rights, director powers, dividend policy, dispute resolution, and share transfer restrictions. For companies with multiple founders or investors, a bespoke constitution (and, separately, a shareholders agreement) is strongly recommended. Following ASIC registration, the new company must also register with the Australian Taxation Office (ATO) for an Australian Business Number (ABN) — an 11-digit identifier required for business activities, invoicing, and tax purposes. The ABN application is made through the Australian Business Register (ABR) at abr.gov.au and is free of charge. If the company expects annual turnover of $75,000 or more, it must also register for Goods and Services Tax (GST) under section 23-5 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Companies that employ staff must register for Pay As You Go (PAYG) withholding with the ATO and comply with the superannuation guarantee obligations under the Superannuation Guarantee (Administration) Act 1992 (Cth). Once registered, companies must maintain a series of statutory records under the Corporations Act. Section 251A requires the company to maintain a minute book and record all resolutions of directors and members within one month of each meeting. Section 169 requires the company to maintain a register of members (shareholders). Section 188 requires a register of directors and secretaries. All company documents, correspondence, and public-facing materials must display the company's name and ACN under section 153 of the Corporations Act. ASIC charges an annual review fee — currently $310 for a proprietary company and $1,533 for a public company (fees for the 2025-26 year — check asic.gov.au for current rates). The fee is payable within two months of the company's annual review date. Failure to pay the annual review fee results in penalty fees and may ultimately lead to ASIC deregistering the company. This checklist is a practical tool for founders preparing to register a proprietary company in Australia. It covers all key steps from initial name availability checks and governance decisions through to ASIC Form 201 lodgement, post-registration tax registrations, and ongoing compliance obligations. It is designed as a working document that founders can use to track progress through the registration process, noting which steps have been completed and identifying outstanding matters requiring attention.
Consent to Act as Director (Australia)
Generate a legally compliant Consent to Act as Director under section 201D of the Corporations Act 2001 (Cth). Covers the ASIC Form 484 notification requirement, Director Identification Number (Director ID) obligations under Part 9.1A, disqualification declarations under sections 206A–206G, and the director's acknowledgment of key statutory duties. Essential for every new director appointment in Australia.
Company Internal Rules / Corporate Bylaws (Australia)
Create a comprehensive set of Company Internal Rules (also known as Corporate Bylaws or Operating Rules) for an Australian proprietary or public company under the Corporations Act 2001 (Cth). These Internal Rules supplement the company's Constitution or the replaceable rules (ss 135-141 of the Corporations Act), providing detailed operational governance procedures for board structure, meeting conduct, officer roles and duties, financial delegations, conflicts of interest management, record keeping, and amendment procedures.
Corporate Governance Policy (Australia)
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.
Directors Loan Agreement (Australia)
Document a loan between a director and their company with this Australian Directors Loan Agreement, compliant with the Corporations Act 2001 (Cth) and the Income Tax Assessment Act 1936 (Cth) Division 7A. Covers loan amount, interest rate (Division 7A benchmark), repayment terms, security, and documentation requirements to avoid deemed dividends. Suitable for director loans to or from proprietary limited companies.
Directors' Written Resolution (Australia)
A directors' written resolution — also called a circular resolution — allows the directors of an Australian company to make formal decisions without convening a physical board meeting. This document is specifically designed for circular resolutions passed under section 248A of the Corporations Act 2001 (Cth), as distinct from formal board meeting minutes. In Australian corporate practice, two primary mechanisms exist for directors to pass resolutions. The first is a resolution passed at a formal board meeting, which requires a quorum, notice, a chairperson, and the preparation of minutes under section 251A. The second — and often more practical option for small to medium proprietary companies — is the written circular resolution under sections 248A to 248G of the Corporations Act. This template covers the circular resolution process. Under section 248A of the Corporations Act 2001 (Cth), a resolution of the company's directors may be passed without holding a directors' meeting, provided that all directors who are entitled to vote on the resolution agree to the resolution by signing a document that sets out the terms of the resolution. This mechanism is a replaceable rule under the Corporations Act, meaning it applies to all proprietary companies unless the company's constitution expressly excludes or modifies it. The circular resolution procedure offers significant practical advantages. It eliminates the need to coordinate schedules and convene a formal meeting, which can be particularly valuable for companies whose directors are located in different cities or time zones across Australia. It is equally valid as a formal meeting resolution for most purposes, including authorising the execution of contracts, approving bank mandates, approving share allotments, and authorising borrowings. Section 248B of the Corporations Act provides that a circular resolution is passed when the last eligible director signs it. Section 248C permits the document to be signed in counterpart — each director may sign a separate but identical copy, and all signed copies together constitute the single resolution. Under section 248D, a director may provide their signed copy to the company by any method agreed to by all directors, including electronic delivery. Importantly, a circular resolution cannot be used for all company decisions. Section 248A does not apply where the company's constitution requires certain matters to be resolved at a formal meeting. Additionally, certain provisions of the Corporations Act require formal meetings — for example, the approval of financial statements under section 301 requires a resolution at a duly convened meeting of the board. Companies should take legal advice when uncertain about whether a particular decision can be made by circular resolution. The conflict of interest provisions of the Corporations Act continue to apply to circular resolutions. Under section 191, a director who has a material personal interest in a matter that relates to the affairs of the company must give the other directors notice of that interest. Under section 195, a director with a material personal interest is generally not permitted to vote on the matter, and a circular resolution signed only by the disinterested directors will be valid in respect of that matter. All circular resolutions must be recorded in the company's minute book within one month of being passed, in compliance with section 251A(1) of the Corporations Act. The minute book must be kept for at least seven years under section 251A(6). Failure to maintain proper records is a contravention of the Corporations Act and may give rise to penalties for officers of the company. This template includes fields for the company's full registered name and Australian Company Number (ACN), the date of the resolution, the subject and full text of the resolution, an optional background or recital, a conflict of interest disclosure where applicable, and execution blocks for up to three directors. The document is suitable for use by directors of Australian proprietary companies (Pty Ltd) and public companies (Ltd) incorporated under the Corporations Act 2001 (Cth).
Dividend Declaration (Australia)
Formally declare a dividend for an Australian company. Compliant with the Corporations Act 2001 (Cth) solvency requirements and ATO franking rules. Records dividend amount, franking credits, record date, and payment date for shareholder distribution.
Extraordinary General Meeting Notice (Australia)
Issue a valid Notice of Extraordinary General Meeting (EGM) for an Australian company. Compliant with the Corporations Act 2001 (Cth) notice requirements, including minimum notice periods, quorum rules, and required business items.
Certificate of Incumbency / Company Officers Certificate (Australia)
Create a Certificate of Incumbency for an Australian company — a formal document certifying the identity and current office-holding status of the company's directors and company secretary, the company's registered office, date of incorporation, ACN, company type, and issued share capital. Used as the Australian equivalent of an ASIC company extract for cross-border transactions, banking and finance, foreign regulatory compliance, and due diligence. Certified under the Corporations Act 2001 (Cth) ss 127, 129, 201A-205B by an authorised director or company secretary.
Liquidation Agreement (Australia)
Document the orderly wind-up of an Australian company, partnership, or joint venture with this Liquidation Agreement, compliant with the Corporations Act 2001 (Cth). Covers asset realisation, debt settlement, distribution of proceeds to shareholders or partners, release of claims, and agreement on the winding-up process. Suitable for voluntary wind-ups of solvent companies, partnerships, and joint ventures.
Meeting Minutes (Australia)
Meeting minutes are the official written record of the proceedings and decisions made at a formal meeting of the board of directors or members (shareholders) of an Australian company. This template generates compliant meeting minutes for Australian companies under section 251A of the Corporations Act 2001 (Cth), covering board meetings, annual general meetings (AGMs), extraordinary general meetings (EGMs), and committee meetings. Under section 251A(1) of the Corporations Act 2001 (Cth), every Australian company is required to keep minute books in which it records, within one month, the proceedings and resolutions of its directors' meetings (including meetings of committees of directors) and its general meetings of members. The obligation to maintain accurate meeting minutes is one of the most fundamental ongoing compliance requirements for Australian companies. For board meetings, the minutes must record: the date, time, and place of the meeting; the names of the directors present and any apologies received; confirmation that a quorum was present; the text of each resolution passed and whether it was carried unanimously or by majority; any conflict of interest disclosures made under section 191; and a record of any director who was required to leave the room or abstain from a vote under section 195. Under section 248F, the quorum for a directors' meeting is two directors (or one, if the company has only one director), unless the constitution specifies otherwise. For general meetings — including AGMs and EGMs — the minutes must record: the date, time, and location of the meeting; the identity of the chairperson; confirmation of notice having been given; confirmation of quorum; the text of all resolutions proposed and the outcome of each vote; the vote count or proxy results for each resolution (for companies required to hold polls); and any questions raised by members under section 250PA (for public companies). Section 251A(4) of the Corporations Act provides that minutes of a meeting that have been signed by the chairperson of the meeting, or the chairperson of the next meeting, are evidence of the proceedings and resolutions to which they relate. This creates a legal presumption in favour of the accuracy of properly signed minutes, which is important for resolving disputes about what was decided at a meeting. Section 251A(6) requires that minute books be kept for at least seven years. This retention obligation applies whether the minute book is maintained in physical or electronic form. ASIC has accepted electronic minute books, but companies should ensure that their electronic records can be reproduced in a legible form on request. Under section 251B of the Corporations Act, shareholders of a company have the right to inspect and obtain copies of the minutes of general meetings. For directors' minutes, the right of inspection is limited to directors and the company secretary. Companies must not unreasonably refuse a request to inspect the minute book. For annual general meetings, which are required for public companies under section 250N, the minutes must also record the presentation and discussion of the financial report, directors' report, and auditor's report. The minutes of an AGM should note whether members passed any resolutions in relation to the auditor or directors' remuneration report. This template supports all principal types of Australian company meetings, including board of directors meetings, AGMs, EGMs, and committee meetings. It captures all key information required by section 251A, including attendees and apologies, quorum confirmation, agenda, business discussed, resolutions adopted with voting outcomes, action items, next meeting date, and dual signatures from the chairperson and minutes recorder. The template also includes a statutory record-keeping reminder to ensure that companies comply with their ongoing obligations under the Corporations Act.
Minutes of Meeting (Australia)
Record formal Minutes of Meeting for an Australian company board, AGM, EGM, or committee meeting. Compliant with Corporations Act 2001 (Cth) s251A minute-keeping requirements. Covers attendees, resolutions, actions, and voting outcomes.
Operating Agreement (Australia)
Create an Operating Agreement for an Australian company (Pty Ltd), compliant with the Corporations Act 2001 (Cth). Covers shareholder rights, decision-making procedures, director appointments, profit distributions, share transfers, deadlock resolution, and exit provisions. Equivalent to a shareholders' agreement and replaceable rules override under Australian corporate law.
Single Member Operating Agreement (Australia)
Create a Single Member Operating Agreement for a sole-director, sole-shareholder Australian Pty Ltd company, compliant with the Corporations Act 2001 (Cth). Documents the company's governance structure, decision-making procedures for a sole director, capital contributions, profit distributions, and operational policies under Australian corporate law.
Partnership Agreement (Australia)
Create a legally sound Partnership Agreement for Australia, governed by the applicable state Partnership Act (NSW Partnership Act 1892, VIC Partnership Act 1958, QLD Partnership Act 1891, and equivalents). Covers partner contributions, profit and loss sharing, management duties, decision-making, ABN and GST registration, admission and retirement of partners, dissolution, and dispute resolution. Suitable for all Australian states and territories.
Board Resignation Letter (Australia)
Resigning from the board of directors of an Australian company is a formal legal act with significant statutory obligations and, for ASX-listed companies, immediate market disclosure requirements. This template provides a professionally drafted board resignation letter that complies with the Corporations Act 2001 (Cth), triggers the required ASIC Form 484 notification obligation, and addresses ASX Listing Rule 3.13.1 disclosure for listed entities. In Australia, the resignation of a director from a company’s board of directors is governed primarily by the Corporations Act 2001 (Cth). Section 203A of the Act provides that a director of a company may resign by giving written notice to the company. The resignation takes effect on the date specified in the notice or, if no date is specified, the date the notice is received. This template provides a clear, written resignation notice as required by s.203A. Following receipt of a director’s resignation, the company has a statutory obligation to notify ASIC of the change. Under section 205B of the Corporations Act, the company must lodge an ASIC Form 484 (Change to Company Details) within 28 days of the effective date of the resignation. The Form 484 records the cessation of the director’s appointment with ASIC and updates the public register. Failure to lodge within 28 days is an offence under the Act and may result in penalty notices being issued by ASIC against the company and its officers. This template includes an optional reminder to the Company Secretary of this obligation, which is particularly useful for proprietary companies where governance structures may be less formalised. For proprietary companies (Pty Ltd), the Corporations Act requires that a proprietary company must have at least one director who ordinarily resides in Australia (s.201A). A director’s resignation should not be given or take effect if it would result in the company having no directors resident in Australia, as this would place the company in breach of the Act. Where the resigning director is the sole Australian-resident director, a replacement must be appointed before the resignation takes effect. For public companies and listed entities, additional requirements apply. A public company must have at least three directors under s.201A, and the resignation of a director must not reduce the number of directors below three (unless the board resolves to appoint a replacement simultaneously). For ASX-listed companies, ASX Listing Rule 3.13.1 requires the company to notify the ASX immediately upon becoming aware of a change in director status, including a resignation. The ASX announcement must include the reason for the resignation if known. The director’s consent to disclose the reason is required if the resignation letter states a reason and the company intends to include it in the ASX announcement. Directors of ASX-listed companies also have ongoing obligations under the Corporations Act after resignation. Post-resignation disclosure obligations under Part 7.9 of the Act in relation to any securities held in the company continue until those obligations are extinguished. Directors who are also key management personnel (KMP) have obligations under AASB 124 Related Party Disclosures that extend beyond the date of resignation for the financial reporting period in which the resignation occurs. This template covers all key requirements for a professional Australian board resignation letter: director details as registered with ASIC, company details including ACN, board role, effective date, optional reason for resignation, optional committee resignations, ASX Listing Rule 3.13.1 disclosure, ASIC Form 484 notification reminder, expression of thanks, and a professional closing.
Share Certificate (Australia)
Issue a legally compliant Share Certificate for an Australian company under the Corporations Act 2001 (Cth). This template meets the requirements of section 1070D of the Corporations Act for evidence of shareholding in a company limited by shares. Covers company details, shareholder name, number and class of shares, share numbers, issue date, and authorised officer signature. Suitable for Pty Ltd and Ltd companies.
Share Option Agreement (Australia)
Create a Share Option Agreement for an Australian Employee Share Option Plan (ESOP). Covers Division 83A of the Income Tax Assessment Act 1997 (Cth) tax treatment, the start-up concession under s 83A-45 ITAA 1997, ASIC Corporations (Employee Incentive Schemes) Instrument 2022/400 compliance, vesting schedules with cliff periods, good and bad leaver provisions, change of control acceleration, ATO ESS reporting obligations, and non-transferability. Suitable for startups and established companies in all Australian states and territories.
Employee Share Option Plan Agreement (Australia)
Create an Employee Share Option Plan (ESOP) agreement tailored to Australian law for startups and established companies. Covers tax-deferred ESS (Division 83A of the Income Tax Assessment Act 1997), the start-up concession under s 83A-45 ITAA 1997, tax-exempt $1,000 up-front exemption, and unapproved (non-tax-advantaged) options. Addresses ASIC compliance under the Corporations (Employee Incentive Schemes) Instrument 2022/400 (previously ASIC Class Order CO 14/1000), ATO reporting obligations under Schedule 1 to the Taxation Administration Act 1953 (Cth), vesting schedules with cliff periods, good/bad leaver provisions, change of control acceleration, non-transferability, and adjustment mechanisms. Suitable for all Australian states and territories. An Employee Share Option Plan (ESOP) is one of the most powerful tools available to Australian startups and growth companies for attracting and retaining key employees and executives. By granting employees the right to acquire shares at a fixed exercise price over a vesting period, an ESOP aligns the financial interests of employees with those of the company's shareholders, incentivises long-term commitment, and allows early-stage companies to compensate talented staff when cash resources are limited. Under Australian law, ESOPs are primarily regulated by Division 83A of the Income Tax Assessment Act 1997 (Cth), which governs the income tax treatment of interests granted under an employee share scheme (ESS). The central question under Div 83A is when the taxable discount on an ESS interest is brought to account — at grant (up-front), at the deferred taxing point (exercise, lapse of risk of forfeiture, or cessation of employment), or potentially never (under the start-up concession). Getting this right is critical for both the company and the employee. For qualifying Australian start-up companies, the start-up concession under s 83A-45 of the ITAA 1997 is particularly valuable. Under this concession, if the company meets the eligibility criteria (broadly, unlisted, less than 10 years old, aggregated turnover under $50 million, and an Australian resident company) and the option is granted at or above the market value of the underlying shares, the discount on the option is not taxed as ordinary income at any time. Instead, when the employee sells the shares acquired on exercise, the gain is taxed as a capital gain — attracting the 50% CGT discount under Div 115 of the ITAA 1997 if the shares are held for at least 12 months. For ASIC compliance purposes, the Corporations Act 2001 (Cth) Part 7.12 regulates the offer and issue of financial products (including options over shares) to employees. ASIC has provided relief from the disclosure requirements that would otherwise apply to such offers, most recently through the ASIC Corporations (Employee Incentive Schemes) Instrument 2022/400. Eligible offers made under a qualifying ESOP to eligible employees are exempt from the requirement to prepare a prospectus or Product Disclosure Statement, provided the statutory conditions are met (including that the offer relates to no more than 20% of the company's issued capital over a 12-month period without a disclosure document, subject to certain exceptions). From an employer's perspective, the company must comply with its ATO reporting obligations by lodging an ESS Annual Report with the ATO by 14 August each year, disclosing details of ESS interests granted during the preceding financial year. The company must also provide each employee with an ESS statement by 14 July, which the employee uses to complete their income tax return. Failure to comply with these reporting obligations can result in penalties under the Taxation Administration Act 1953 (Cth). A well-structured ESOP agreement should address: the number and class of shares subject to the option; the exercise price (which should be at or above market value for start-up concession eligibility); the vesting schedule (typically a four-year period with a one-year cliff in Australian startup practice); the exercise window; leaver provisions distinguishing between good leavers (death, disability, redundancy, retirement) and bad leavers (resignation, termination for cause); change of control provisions (typically full acceleration of unvested options on an exit event such as a trade sale or ASX listing); non-transferability of the option; and adjustment mechanisms for corporate events such as bonus issues, rights issues, share splits, and consolidations. Parties should obtain independent legal and tax advice before implementing an ESOP, particularly regarding ASIC disclosure obligations, ATO ESS reporting, and the eligibility criteria for the start-up concession.
Share Purchase Agreement (Australia)
Transfer shares in an Australian proprietary or public company with a legally sound Share Purchase Agreement drafted under the Corporations Act 2001 (Cth). This template covers the purchase price in Australian dollars, completion mechanics, stamp duty allocation, capital gains tax (CGT) warranties, and seller representations — giving both parties clear contractual certainty for the transaction.
Share Transfer Form (Australia)
Transfer shares in an Australian proprietary company. Compliant with the Corporations Act 2001 (Cth) and ASIC requirements. Records transferor, transferee, share class, number, price, and triggers the member register update and stamp duty assessment.
Shareholder Agreement (Australia)
Protect your company and its shareholders with a comprehensive Australian Shareholder Agreement, compliant with the Corporations Act 2001 (Cth). Covers shareholder rights and obligations, share transfer restrictions (pre-emption rights, drag-along, tag-along), dividend policy, management and board composition, reserved matters, deadlock resolution, and exit mechanisms. Suitable for private companies (Pty Ltd) with two or more shareholders.
Shareholders Agreement (Australia)
Create a legally sound Shareholders Agreement tailored to Australian law under the Corporations Act 2001 (Cth). Regulate share classes, voting rights, board composition, drag-along and tag-along rights, pre-emptive rights on new share issues, dividend policy, deadlock resolution, share valuation, restraint of trade, and exit provisions. Suitable for proprietary companies (Pty Ltd) and public companies across all Australian states and territories.
Shareholders' Resolution (Australia)
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.
Share Purchase Agreement — Stock (Australia)
Create a legally sound Share Purchase Agreement for the sale and purchase of shares in an Australian company. Drafted under the Corporations Act 2001 (Cth), this template covers the purchase price in AUD, completion mechanics, stamp duty allocation, CGT provisions under ITAA 1997, seller warranties, and optional tax indemnity. Suitable for proprietary companies (Pty Ltd) across all Australian states and territories.
Board Resolution
When a corporation’s board of directors makes an important decision — approving a new contract, authorizing a bank account, issuing shares, or appointing officers — it needs to be documented formally. That’s what a Board Resolution does. It’s the official record that the board met, discussed, and voted on a specific matter. Banks, investors, and government agencies regularly ask for these. Our free template helps you draft a clean, professional resolution covering the meeting date, quorum confirmation, the resolution text, and director signatures. Fill it out online and download as PDF or Word.
Shareholders Agreement LTDA Brazil (Acordo de Quotistas)
A Shareholders Agreement for LTDA (Acordo de Quotistas) in Brazil — governed by Código Civil Art. 1.053 and Arts. 1.076–1.092, regulating voting rights, transfer of quotas, right of first refusal, drag along, tag along, and governance of a Sociedade Limitada registered at the Junta Comercial.
Articles Amendment Brazil (Alteração Contratual de Ltda.)
An amendment to the articles of association of a Brazilian Sociedade Limitada — governed by CC Art. 997 and applicable to changes in name, address, capital, management, or partners, with mandatory Junta Comercial registration.
Ata do Conselho de Administração Brasil
Ata do Conselho de Administração de Sociedade Anônima (SA) no Brasil — regida pelo Art. 142 da Lei 6.404/1976 (Lei das S.A.), registra as deliberações do CA sobre gestão estratégica, eleição de diretores, aprovação de orçamentos, contratação de auditores independentes e demais competências legais do conselho, com arquivamento obrigatório na sede e registro na Junta Comercial.
Ata de Reunião de Diretoria Brasil
Ata de Reunião de Diretoria para Sociedade Anônima (SA) e sociedades limitadas no Brasil — regida pelo Art. 143 da Lei 6.404/1976 (Lei das S.A.) e pelo Art. 1.072 do Código Civil (Lei 10.406/2002), documentando deliberações dos diretores com validade perante terceiros, Junta Comercial e órgãos reguladores como CVM, Banco Central e CADE.
Partners Meeting Minutes Brazil (Ata de Reunião de Sócios)
Minutes for a partners meeting (Reunião de Sócios) of a Brazilian Sociedade Limitada — governed by CC Art. 1.072, recording deliberations on profit distribution, management changes, capital increases, and other corporate matters with Junta Comercial registration.
Aumento de Capital Social Brasil (Capital Increase Brazil)
Instrumento de Aumento de Capital Social de Sociedade Limitada (LTDA) no Brasil, regido pelo Art. 1.081 do Código Civil (Lei 10.406/2002), formalizando a integralização de novos recursos pelos sócios existentes ou o ingresso de novo sócio, com obrigação de registro na Junta Comercial e atualização do CNPJ junto à Receita Federal do Brasil.
Boletim de Subscrição de Ações Brasil
Boletim de Subscrição de Ações de Sociedade Anônima (SA) no Brasil — regido pelo Art. 85 da Lei 6.404/1976 (Lei das S.A.), formaliza o compromisso do subscritor de integralizar ações emitidas pela companhia em aumento de capital ou constituição, com indicação de preço de emissão, forma e prazo de integralização, e registro obrigatório na Junta Comercial e na CVM quando aplicável.
Cessão de Quotas LTDA Brasil (Quota Transfer LTDA Brazil)
Instrumento de Cessão de Quotas de Sociedade Limitada (LTDA) no Brasil, regido pelo Art. 1.057 do Código Civil (Lei 10.406/2002), disciplinando a transferência de quotas entre sócios ou a terceiros, com exigência de averbação na Junta Comercial do estado competente e atualização do Contrato Social perante o DREI (Departamento de Registro Empresarial e Integração).
Cisão de Sociedade Brasil
Protocolo e Ata de Assembleia para Cisão de Sociedade no Brasil — total ou parcial — regulada pelo Art. 229 da Lei 6.404/1976 (Lei das S.A.) e pelo Art. 1.122 do Código Civil (Lei 10.406/2002), com notificação ao CADE quando aplicável, registro na Junta Comercial e responsabilidade solidária das sociedades resultantes.
Transfer of Quotas Brazil (Cessão de Quotas de Ltda.)
A quota transfer agreement for Brazilian Sociedade Limitada — governed by CC Art. 1.057, formalizing the assignment of quotas between existing partners or to third parties with the required consent procedures and Junta Comercial registration.
LTDA Operating Agreement Brazil (Contrato Social de Sociedade Limitada)
An LTDA Operating Agreement (Contrato Social de Sociedade Limitada) for Brazil — governed by Código Civil Arts. 1.052–1.087, establishing the formation, capital structure, administration, and governance of a Sociedade Limitada registered at the Junta Comercial with CNPJ from Receita Federal.
Destituição de Administrador Brasil
Ata de Assembleia ou Reunião de Sócios para destituição de administrador de sociedade limitada ou sociedade anônima no Brasil, regulada pelo Art. 1.063 do Código Civil (Lei 10.406/2002) e pelo Art. 151 da Lei 6.404/1976, com registro obrigatório na Junta Comercial competente pelo DREI.
Dissolução de Sociedade Brasil (Company Dissolution Brazil)
Instrumento de Dissolução de Sociedade Limitada (LTDA) no Brasil, regido pelo Art. 1.033 do Código Civil (Lei 10.406/2002), formalizando a extinção da pessoa jurídica mediante liquidação do ativo e pagamento do passivo, com cancelamento do CNPJ junto à Receita Federal e baixa na Junta Comercial.
Distrato Social Brasil (Company Dissolution Deed Brazil)
Instrumento de Distrato Social de Sociedade Limitada (LTDA) no Brasil, regido pelo Art. 1.033 do Código Civil (Lei 10.406/2002) e pela Instrução Normativa DREI 81/2020, formalizando a extinção definitiva da pessoa jurídica após a conclusão da liquidação, com registro na Junta Comercial e cancelamento do CNPJ na Receita Federal do Brasil.
Exclusão de Sócio Brasil
Ata de Reunião de Sócios para Exclusão de Sócio de sociedade limitada no Brasil por falta grave, nos termos do Art. 1.085 do Código Civil (Lei 10.406/2002), com apuração de haveres e registro obrigatório na Junta Comercial competente pelo DREI.
Fusão de Sociedades Brasil
Protocolo e Ata de Assembleia para Fusão de Sociedades no Brasil, regulada pelo Art. 228 da Lei 6.404/1976 (Lei das S.A.) e pelo Art. 1.119 do Código Civil (Lei 10.406/2002), com aprovação pelo CADE quando superar limites de faturamento, registro na Junta Comercial e atualização perante a Receita Federal do Brasil.
Incorporação de Sociedade Brasil
Protocolo e Ata de Assembleia para Incorporação de Sociedade no Brasil, regulada pelo Art. 227 da Lei 6.404/1976 (Lei das S.A.) e pelo Art. 1.116 do Código Civil (Lei 10.406/2002), com aprovação pelo CADE quando superar limites de faturamento, registro na Junta Comercial e responsabilidade da incorporadora pelos direitos e obrigações da incorporada.
Nomeação de Administrador Brasil (Administrator Appointment Brazil)
Instrumento de Nomeação de Administrador de Sociedade Limitada (LTDA) no Brasil, regido pelo Art. 1.060 do Código Civil (Lei 10.406/2002), disciplinando a designação de administrador sócio ou não-sócio, definição de poderes, vigência do mandato e registro obrigatório na Junta Comercial com atualização do CNPJ na Receita Federal do Brasil.
Procuração Ad Judicia Brasil
Procuração Ad Judicia para outorga de poderes a advogado no Brasil — regida pelo Art. 105 do CPC (Lei 13.105/2015) e pelo Art. 5º da Lei 8.906/1994 (Estatuto da OAB), habilitando o patrono a praticar todos os atos do processo judicial em nome do outorgante perante Tribunais de Justiça, TRF, STJ, STF e Justiça do Trabalho.
Procuração Empresarial Brasil (Business Power of Attorney Brazil)
Instrumento de Procuração Empresarial no Brasil, regido pelo Art. 653 do Código Civil (Lei 10.406/2002), outorgando poderes a procurador para representar pessoa jurídica perante órgãos públicos, Junta Comercial, Receita Federal do Brasil, DREI, bancos, contratos e atos societários, com prazo de validade definido e especificação dos poderes conferidos.
Retirada de Sócio Brasil
Instrumento de Retirada de Sócio de sociedade limitada no Brasil, regulado pelo Art. 1.029 do Código Civil (Lei 10.406/2002), com apuração de haveres pela dissolução parcial, registro na Junta Comercial competente e atualização perante a Receita Federal do Brasil (RFB).
Transformação de Tipo Societário Brasil
Ata de Assembleia ou Reunião de Sócios para Transformação de Tipo Societário no Brasil, regulada pelo Art. 1.113 do Código Civil (Lei 10.406/2002) e pelos Arts. 220 a 222 da Lei 6.404/1976, com registro obrigatório na Junta Comercial estadual pelo DREI e atualização perante a Receita Federal do Brasil.
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