Adopt or change a company constitution

Adopting a constitution

Some companies are required to have a constitution. Others can choose to have one. Find out more:

Company rules and constitutions

A company can adopt a constitution before or after the company is registered.

Adopting a constitution before registering

Each member must agree to the constitution in writing.

Adopting a constitution after registering

The company must pass a special resolution. 

Votes on special resolutions need at least 3 or 4 weeks’ notice depending on the type of company. They also need at least 75% member support at the meeting.

Alternatively, a court may make an order for a company to adopt a constitution.

Changing or repealing a constitution

To change or repeal a company constitution, a company must pass a special resolution.

If a company repeals a constitution and does not have one anymore, the replaceable rules from the Corporations Act 2001 apply.

Notifying us

Some companies must tell ASIC about adopting, changing or repealing a constitution. These are:

• public companies
• proprietary companies that have applied to become a public company.

These companies must tell us about these changes by giving us a copy of the special resolution. They must also give us a copy of the constitution if it is new or changed.

Do this by lodging this form:

Form 205 Notification of resolution

You must tell us about a new or changed constitution within 14 days of the resolution. If you do not, late fees will apply.

Special purpose proprietary companies do not need to send us a copy of their constitution. However, you must keep a copy with your company records.