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Constitution Updates

Memorandum and Articles of Association are now out of date.

Adopting a new constitution is the best way to convert a company, registered prior to July 1998, to a Single Director Company.


Changes have resulted from both the Company Law Review Act 1998 and the Corporations Act 2001 which allow three options regarding the rules governing Australian companies:

  • Maintain the outdated Memo & Articles as the ongoing Constitution
  • Abolish the outdated Memo & Articles and rely on the Replaceable Rules contained in the Corporations Act; or
  • Replace the outdated Memo & Articles with a modern Constitution
The first option has the disadvantage of retaining references to share premiums, authorised capital, and Table A - none of which are now applicable. They may also require the use of a common seal, governance by two directors and the presence of a corporate secretary, all of which are now unnecessary.

The second option assumes that a fully amended copy of the Corporations Act will be available to the directors and that the generic structure and powers suggested by it will be suitable for all companies.

As a result we suggest and offer a constitution update service which provides a modern replacement. These Australian constitution updates are drawn to recognise recent statutory and practical changes, whilst ensuring that they are tailored to each company's requirements.

Click on the WORD icon below to download detailed instructions on carrying out a constitution update or conversion.


Constitution_Upgrade_Order_Form_2007.doc