Company services
Adopt a constitution.
Companies registered without a constitution run on the replaceable rules in the Corporations Act. They are workable for a single-director company and inadequate for almost everything else.
Lawyer prepared
Documents prepared and reviewed by a Victorian commercial lawyer.
Fast turnaround
Most registrations and deeds turned around same day or next business day.
Fixed fee, quoted first
Fixed fee quoted before we start, ASIC fees itemised separately.
Compliant documents
Corporations Act 2001 and ASIC compliant documentation.
Why adopt a constitution.
A constitution lets you set share classes and dividend rights, control who can transfer shares and to whom, provide for dispute deadlocks, set meeting and voting procedure, and give directors defined powers and indemnities.
We draft the constitution to match the commercial arrangement, prepare the special resolution adopting it, and update your registers. Where the company acts as a trustee, we include the clauses a lender or auditor will look for.
A constitution governs the company. A shareholders agreement governs the shareholders. Most owner-managed businesses need both, and they must be consistent.
Why it pays to have this done properly.
Share classes that work
Different dividend, voting and capital rights are only reliable if the constitution supports them.
Transfers and exits controlled
Pre-emptive rights, drag and tag provisions and compulsory transfers keep ownership where it belongs.
Governance that suits the business
Quorum, chair's casting vote, circulating resolutions and electronic meetings drafted for how you actually operate.
Is this you?.
- Your company was registered on replaceable rules
- You are introducing a new shareholder or share class
- The company will act as trustee of a trust or SMSF
- A financier or investor has asked for the constitution
If any of these sound familiar, a short conversation will tell you whether this is the right document, and what it costs, before you commit.
How it works.
- 01
Tell us what you need
Start online or call us. We take short instructions, names, roles, structure and timing, and confirm this is the right document for what you are actually trying to achieve.
- 02
We check the detail
We confirm eligibility, consents, existing documents and any tax or duty consequence before drafting, so nothing is discovered after lodgement.
- 03
We prepare and lodge
We draft the constitution and the special resolution adopting it, send it for signing with clear instructions on who signs what and when, and attend to any ASIC, State Revenue Office or ATO lodgement.
- 04
You get a complete file
You receive executed documents, registers and confirmations in a single organised pack, plus a short note on what to keep and what happens next.
Fees.
Fixed fee for a standard constitution and adoption resolution. Bespoke drafting for investor terms, classes or deadlock mechanics is quoted after a short scoping call.
FAQs
Frequently asked questions.
Still unsure? Call us on (03) 9008 7224 and speak to a lawyer, not a call centre.
Does adopting a constitution require a members' meeting?
Do we lodge the constitution with ASIC?
Can we amend it later?
What share classes can a constitution create?
Related services.
Adopt new constitution
Replace an outdated constitution entirely with a modern, compliant document.
Learn moreChanges to company constitution
Targeted amendments to your existing constitution by special resolution.
Learn moreCompany registration
A properly constituted Pty Ltd company, registered with ASIC and ready to trade.
Learn moreReady to get started with adopt a constitution?.
Start online or book a consultation with a CMK Legal commercial lawyer in Richmond, Melbourne.