What documents are included in the Registered Company documents package?
The Cleardocs Registered Company documents package includes:
- the company's Constitution;
- Consent to act as Director;
- Consent to act as Secretary;
- Consent to act as Public Officer;
- Application for Shares;
- Minutes of a Meeting of directors; and
- Share Certificates.
What information do you need to create the company documents through Cleardocs?
To create the documents, you complete the Cleardocs question interface with:
- the name of the company and the ACN exactly as they show on ASIC's records; and
- exactly the same information that you supplied to ASIC at the time the company was registered.
It is essential that you make that information exactly the same. Exactly.
Why you need the company documents
Until you arrange the company documents:
- the company is governed under the "Replaceable Rules", which are set out in the Corporations Act 2001 (Cth); and
- the company's register is likely to be incomplete.
Constitution or Replaceable Rules?
A company may choose to be governed by:
- the provisions of the Corporations Act 2001 (Cth) – the "Replaceable Rules";
- a Constitution; or
- a combination of both.
The Constitution is a contract between:
- the company and each member;
- the company and each director;
- the company and the secretary;
- the members.
The Constitution will generally provide more detail on the day to day management of the company and will allow some direction on voting and dividend rights and capital upon winding up.
If a company does not have a Constitution in relation to a particular topic, the relevant "Replaceable Rules" apply – see
the table of "Replaceable Rules" set out by the law.
The "Replaceable Rules" do not apply to the following types of company and must have a Constitution:
- proprietary companies where the one person is the sole director and sole member;
- public companies limited by guarantee who apply to have the word "Limited" omitted from their name under section 150 of the Corporations
Act 2001 (Cth);
- no liability public companies; and
- special purpose companies.
Cleardocs Company Minutes and Resolutions Package – keeping proper records
The governing rules of a company and corporations law require it to keep proper records of meetings and directors' decisions. Cleardocs
offers a range of company minutes and resolutions for successful
administration of the company.
You may also wish to obtain a Shareholders Agreement for your company.
Shareholders Agreements often cover similar matters to a Constitution however:
- provide more details on a range of issues, or deal with a range of scenarios, not commonly or comprehensively dealt with in a standard Constitution; and
- are implemented when the company's stakeholders are dealing at arm's length.
You can order a Shareholders Agreement from Cleardocs.
Seek legal advice
The Registered Company Documents information here should be considered general in nature, and in no way interpreted as legal advice.
You must always seek your own independent legal, accounting and financial advice about your particular situation. The summary on this page
is for information purposes only.