Company Constitution and Share Structure

This assignment delves into the key elements of a company constitution, focusing on definitions, interpretations, and the application of replaceable rules under the Corporations Act 2001 (CA). It outlines provisions related to share issuance, different classes of shares (including non-voting Class A shares issued during incorporation), and the powers granted to directors regarding share allocation. Students will gain a foundational understanding of how these elements shape the internal governance and operation of a company.

CONSTITUTION OF THE COMPANY
1. Definitions
The below definitions will be applicable to the constitution unless stated otherwise
Corporation Act 2001 (CA)
Australian Securities and Investment Commission (ASIC)
Provisional and concluding dividend (dividend)
Persons appointed and acting as directors (directors)
This Constitution (constitution)
Body corporate or individuals present at the an meeting (present members)
Rate for dividends in relation to preference shares as stated on share certificate (Preference Rate)
Official and common seal of company (seal)
Base rate, Charged interest by bank (Prescribed rate)
1.2 Interpretation
No meaning of the words in this constitution is changed through the use of italics unless stated
otherwise
2. Application of replaceable rule.
The internal management of the company will be governed by replaceable rules as per section
134 of the CA

3. As per section 117 of the CA a company can be registered as a proprietary company and it
must not issue shares to public and have more than 50 members.
5. Share issue
Directors have the power with respect to issuing share on behalf of the company which may
include shares along with other options over shares..
The directors have the power to issue any kind of share or security but subjected to the
restrictions provided by law.
6. Different classes of shares
Class A share will be issued by the company during the time of incorporation. They will be
general shares and will not have any voting rights