Company constitution, shares and replaceable rules (CA 2001) - Finance

This assignment delves into the fundamental aspects of a company's constitution, specifically focusing on shares and replaceable rules as outlined in the Corporations Act 2001 (CA 2001). The assignment begins by defining key terms such as dividends, directors, and the role of the Australian Securities and Investment Commission (ASIC). It then examines the legal framework, including the ability to register as a proprietary company and the limitations on share issuance. The core of the assignment centers on the powers of directors in issuing shares, the different classes of shares (including Class A shares), and the significance of replaceable rules. The document highlights the practical implications of these concepts within the context of corporate governance and financial regulations.

The Constitution
Section 1
Definition
1. Unless stated otherwise the following definitions are applicable
2. Provisional and concluding dividend (dividend)
3. Corporation Act 2001 (CA)
4. Persons appointed and acting as directors (directors)
5. Australian Securities and Investment Commission (ASIC)
6. Body corporate or individuals present at the an meeting (present members)
7. This Constitution (constitution)
8. Base rate, Charged interest by bank (Prescribed rate)
9. Rate for dividends in relation to preference shares as stated on share certificate (Preference
Rate)
10. Official and common seal of company (seal)
Section 2 Interpretation
No meaning of the words in this constitution is changed through the use of italics unless stated
otherwise
Section 3 General
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.
Section 4 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.
Section 5 Different classes of shares
Class A share are going to be issued by the company during the time of incorporation. These shares will
be general shares and will not get any right to vote.
Section 6 Replaceable rules
The company would be governed entirely by replaceable rules