Consider this if…
- The company is introducing a new share class or investor
- The constitution conflicts with a shareholder agreement
- Governance or director appointment rules need to change
- The existing constitution no longer reflects how the company operates
How it works
Tell us what you need to change
We identify the company, the people involved, the intended result and any deadline or transaction driving the work.
At the first conversation
We check the existing record
We review the available company extract, constitution, registers, resolutions and agreements relevant to the proposed step.
Before documents are prepared
We prepare the legal documents
The required resolutions, notices, consents, agreements and records are prepared as one consistent set.
Timing confirmed with the scope
Signing, records and lodgement
We explain what must be signed, update the company record and deal with the required lodgement within the agreed scope.
After approval and signing
Fee
Quoted in writing before we start
GST inclusive
The scope, fee and expected timing are confirmed in writing before work begins.
Work out what the amendment needs to achieve
The constitution forms part of the company's internal governance framework. A change can affect members, directors, share rights, meetings and future transactions. We identify the commercial objective before choosing the drafting approach.
Read the documents together
The constitution may interact with a shareholder agreement, subscription agreement, share terms and earlier resolutions. Updating one document without checking the others can create a conflict or leave the intended change incomplete.
Approvals and records matter
The required member approval, notice, resolution, effective date and company records depend on the proposed amendment and the applicable rules. We prepare the legal steps as one transaction and identify any lodgement that follows.
Frequently asked questions
Can directors change the constitution themselves?
Constitution changes generally require member approval under the applicable company-law process. The exact requirements and any additional restrictions in the existing documents must be checked.
Should the shareholder agreement change too?
Possibly. The two documents do different jobs but often deal with overlapping governance and share matters. They should be reviewed together for consistency.
Can the change affect existing share rights?
Yes. A proposed amendment may affect class or member rights, which can trigger additional consent or procedural requirements. That issue should be identified before the amendment is put forward.
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Tell us the company name, what needs to happen and any deadline you are working to.
Ask about this company service