Read Sections 117,134,135, 169.

The internal management of the company is to governed by the Replaceable Rules.

You are required to create a constitution making a class of NON VOTING SHARES 254A(2)



Part 1


The definitions provided hereby are applicable within this constitution if it has not been otherwise mentioned through the documents.

  • CA- Corporation Act 2001
  • Dividend- concluding and Provisional dividend
  • Directors- Any person who acts or has been appointed as the director of the company
  • ASIC- The Australian Securities and Investment Commission
  • Present members- individuals or body corporate present in a meeting
  • Constitution- This Constitution
  • Prescribed rate- Base rate and the Charged interest by bank
  • Seal- The common seal of the organization with which it executes documents
  • Preference Rate- the rate which is depicted through the share certificate in relation to preference shares

Part 2

Interpretation of words within the constitution  

In case any words within the constitution is highlighted or is in any other format it is only done for the purpose of bringing attention to the word and it does not alter the meaning of the phrase or the word unless it has been expressly stated.

Part 3

Common provisions in the constitution

The company will not indulge in any activity which is not in compliance of the CA and expressly under the provisions of section 117 the total members of the company would not be at any time more than 50. In addition the company will not indulge in any public fund raising activity.

Part 4

Share issue

The constitution provides supreme power to the directors of the company in relation to the issue of shares which is in compliance of legal provisions.

The directors through the virtue of such power may issue any form of security or share in compliance to legal provisions.


Part 5

 Different classes of shares issued by the company

During the incorporation the company is only going to issue class A shares which would not have any right to vote. However through the virtue of part 4 the directors have the right to issue shares in the future.

Part 6

 Replaceable rules

Although the company has a constitution the aspects which are not covered by it would be governed totally by the replaceable rules under section 136 of the CA.

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