Company Constitutions and replaceable rules

A private company’s Constitution sets out the governing rules that control the operation and management of the company, including processes in relation to voting, sales of shares, holding directors’ and members’ meetings etc.  It is important that clients be satisfied with the effect of the terms of the Constitution in light of the central role of the Constitution in governing the operation and management of the company.

The Constitution may also operate in parallel to a Shareholders’ Agreement that sets out the shareholders’ agreement as to their rights and obligations to each other.  The Corporations Act 2001 (Cth) also contains provisions called “replaceable rules” that are deemed to be part of a Constitution unless replaced by that Constitution’s own provision

Disputes between directors and shareholders are often affected by the terms of the relevant Constitution and Shareholders’ Agreement.

Rowe Bristol Lawyers is skilled in advise clients with respect to issues surrounding the Constitution and/or Shareholders’ Agreement of a company, including:

  • providing advice in relation to the terms of the applicable Constitution and/or Shareholders’ Agreement, including the replaceable rules where applicable;
  • advising clients as to their duties under the Corporations Act 2001 (Cth) in complying with the Constitution and/or Shareholders’ Agreement;
  • participating in mediations and other alternative dispute resolution processes to resolve disputes in relation to the requirements of the applicable Constitution and/or Shareholders’ Agreement;
  • assisting clients to enforce a term of the applicable Constitution and/or Shareholders’ Agreement; and
  • representing clients in defending against a claim of breach of the applicable Constitution and/or Shareholders’ Agreement.

If you require legal advice in relation to the Constitution and/or Shareholders’ Agreement of a company, please do not hesitate to contact us to arrange a meeting so that we may consider your specific circumstances.

The above information is provided as general information only and should not be relied upon as legal advice.  The accuracy of this information may have changed from the date when it was published.