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The Company Formation
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A standard Company Constitution can be purchased from Whitcoulls for $12.95.
The Constitution is a formal document, drawn up by those applying to register the Company, that sets out the rules for running the company.
If a Constitution has been adopted, it must be filed with the Companies Office in order for the Company to be registered and incorporated with that Constitution.
Before the Companies Act 1993, the Constitution was known as the "Articles of Association".
There is no requirement for a Company to have a Constitution. It is up to those forming the Company to decide whether or not they will draw up a Constitution for it.
If there is no Constitution then the Company is governed by the Companies Act 1993. This will determine the rights, powers, duties and obligations conferred on the company, its Board of Directors and its shareholders.
If there is a Constitution the rules contained in the Act will still apply, except to the extent that they are negatived or modified by the Constitution where the Act permits this.
In general, however, the Constitution cannot contravene or be inconsistent with the Act.
A Company has a wide discretion as to what it may include in its Constitution. The Companies Act 1993 says that a Constitution may contain matters contemplated by the Act for inclusion, or any other matters that the company wishes to include.
However, in the interests of the Company and those involved we recommend that the Constitution deal with the rights, powers and obligations of all people involved in the Company, and that it set out clear guidelines as to what conduct and behaviour is acceptable and what is unacc
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