Company Constitution, Share Issue and Director's Role Analysis

This report analyzes a company's constitution, focusing on key aspects like share issues, director's responsibilities, and dividend policies. The analysis covers the application of the Corporations Act 2001 (CA), share classes, and the powers of directors in issuing shares. The report examines the roles and responsibilities of directors, the different classes of shares, and the procedures for share issuance, including the conditions for issuing shares to the public and the regulations related to dividends. The report also explores the significance of the company's constitution and its impact on corporate governance and financial management, including the definition of key terms. This report offers valuable insights into corporate finance and legal aspects related to company operations. The report also discusses the replaceable rules under section 134 of the CA, the definition of a proprietary company, and the role of the Australian Securities and Investment Commission (ASIC).

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