Company services
Adopt a new constitution.
Constitutions written decades ago still refer to repealed legislation, paper meetings and share structures nobody uses. Replacing the document wholesale is usually cleaner than patching it clause by clause.
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.
When a full replacement beats an amendment.
We review the existing constitution against the current Corporations Act, your share register and how the company actually operates, then draft a replacement that removes obsolete machinery and adds what is missing, electronic execution, virtual meetings, modern share class and buy-back mechanics.
The replacement is adopted by special resolution repealing the old constitution in full, so there is no argument later about which version governs.
Check the existing constitution for entrenched provisions before you resolve. Some clauses require more than a special resolution to change.
Why it pays to have this done properly.
One current document
No stack of amending resolutions to reconcile when a buyer or bank asks for the constitution.
Modern execution and meetings
Electronic signing, hybrid meetings and circulating resolutions reflected properly.
Due diligence ready
A clean constitution removes a standard round of questions in any sale or capital raise.
Is this you?.
- The constitution predates the current Corporations Act
- Multiple amendments make the document hard to follow
- You are preparing the company for sale or investment
- The current document does not support the share classes you use
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 replacement constitution and the special resolution, 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 covering review of the existing constitution, the replacement document and the adoption resolution.
FAQs
Frequently asked questions.
Still unsure? Call us on (03) 9008 7224 and speak to a lawyer, not a call centre.
Do we need every shareholder to agree?
Can class rights be changed at the same time?
What happens to the old constitution?
Related services.
Adopt a constitution
Replace the replaceable rules with a constitution built for your company.
Learn moreChanges to company constitution
Targeted amendments to your existing constitution by special resolution.
Learn moreShare transfers
Transfer shares correctly, with duty, pre-emptive rights and registers dealt with.
Learn moreReady to get started with adopt new constitution?.
Start online or book a consultation with a CMK Legal commercial lawyer in Richmond, Melbourne.