CONSTITUTION OF [INSERT COMPANY NAME] LIMITED - Company constitution for share capacity, rights, transfers, dividends, and governance - easy start-up 2019

Sep 12, 2026

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Company constitution text for [INSERT COMPANY NAME] LIMITED, detailing governance rules for shareholding and corporate decision-making. Covers capacity and effect of the constitution, how rights attach to ordinary shares, including voting, dividends, surplus distributions, and notice rights. Specifies issuance of additional shares, treatment of shareholder rights on new issues, mechanisms for consolidation/subdivision, purchase and forfeiture of shares under referenced schedules, and related provisions such as dividends, shareholder meetings, directors appointment, and interpretation.

LanguageEnglish

CategoryForms

FormatPDF

Pages28

Reading Time10 min

AccessFree to download

1 Capacity and effect

1.1 Rights, powers and duties

1.2 Full capacity

1.3 Shareholders’ agreement

2 Rights attaching to shares

2.1 Shares

2.2 Changes via terms of issue

2.3 Partly paid shares

3 Issue of shares

3.1 Board may issue shares

3.2 Alteration of shareholder rights

3.3 Section 45 of the Act

4 Other matters relating to shares

4.1 Consolidation and subdivision of shares

4.2 Company may purchase shares

4.3 Call on shares

4.4 Forfeiture of shares

4.5 Company’s lien

CONSTITUTION OF [INSERT COMPANY NAME] LIMITED COMPANY NUMBER: [INSERT COMPANY NUMBER] TABLE OF CONTENTS 1 CAPACITY AND EFFECT .......................................................................... 3 2 RIGHTS ATTACHING TO SHARES............................................................. 3 3 ISSUE OF SHARES ................................................................................ 4 4 OTHER MATTERS RELATING TO SHARES .................................................. 4 5 TRANSFER OF SHARES .......................................................................... 5 6 TRANSMISSION OF SHARES ................................................................... 7 7 DIVIDENDS .......................................................................................... 7 8 MEETINGS OF SHAREHOLDERS ............................................................... 8 9 APPOINTMENT AND REMOVAL OF DIRECTORS .......................................... 8 10 DIRECTORS’ MEETINGS .................................................................... 10 11 POWERS AND DUTIES OF DIRECTORS ................................................ 11 12 INTERESTED DIRECTORS .................................................................. 11 13 DIRECTORS’ REMUNERATION AND OTHER BENEFITS............................ 12 14 INDEMNITY AND INSURANCE ............................................................ 12 15 METHOD OF CONTRACTING ............................................................... 13 16 LIQUIDATION .................................................................................. 13 17 NOTICES ......................................................................................... 14 18 INTERPRETATION ............................................................................. 14 SCHEDULE 1 ............................................................................................. 16 SCHEDULE 2 ............................................................................................. 20 SCHEDULE 3 ............................................................................................. 23 SCHEDULE 4 ………………………………………………………………………………………................ 25 1 CAPACITY AND EFFECT 1.1 Rights, powers and duties: The Company, the Board, each Director and each Shareholder have the rights, powers, duties and obligations set out in the Act, except to the extent they are negated or modified, in accordance with the Act, by this constitution. 1.2 Full capacity: Subject to this constitution, the Act, any other enactment and the general law, the Company has full capacity, rights, powers and privileges to carry on or undertake any business or activity, do any act, or enter any transaction. 1.3 Shareholders’ agreement: If there is a shareholders’ agreement between all of the Shareholders and the Company, to the extent permitted by law, this constitution is subject to that shareholders’ agreement and in the event of a conflict between this constitution and the shareholders’ agreement, the shareholders’ agreement will prevail. 2 RIGHTS ATTACHING TO SHARES 2.1 Shares: Subject to clauses 2.2 and 2.3 , a Share is an ordinary share in the Company and confers on the holder: a the right to one vote on a poll at a meeting of the Company on any resolution, including any resolution: i to appoint or remove a Director; ii to alter the constitution; iii to approve a Major Transaction; iv to approve an amalgamation of the Company under section 221 of the Act; and v to put the Company into liquidation; b the right to an equal share in dividends authorised by the Board; c the right to an equal share in the distribution of the surplus assets of the Company on a per Share basis; and d the right to receive notice of and attend every meeting of Shareholders. 2.2 Changes via terms of issue: Subject to section 53 of the Act, the rights specified in clause 2.1 may be negated, altered, or add

FAQs

What does the constitution say about the company’s capacity and effect?

It states that the company, board, directors, and shareholders have rights, powers, duties, and obligations set out in the Act, subject to how this constitution modifies or negates them, and that the company has full capacity to carry on business and undertake transactions.

How are voting and dividend rights attached to shares described?

Ordinary shares confer voting rights on a poll and equal rights to dividends authorized by the board, equal distribution of surplus assets on a per-share basis, and the right to receive notice of and attend meetings.

How does the document handle issuing additional shares and changes to existing shareholder rights?

The board may issue additional shares and rights/options to acquire shares. It provides that issues ranking equally with or in priority to existing shares are not treated as actions affecting existing attached rights regarding voting or distributions.

Sep 12, 2026

Upload by Elsa