What documents are included in the Cleardocs Change to Constitution package?
You will receive: New Constitution — including Division 7A loan provisions;
- Minutes of a Meeting of Directors;
- Notice of General Meeting of Members;
- Proxy forms;
- Circulating Resolutions of Members approving the amendments to the Constitution; and
- an Establishment Kit explaining what to do next.
(ASIC does not require notice of the change to the Constitution for a proprietary limited company, so there are no ASIC fees and no ASIC forms for lodgement of the Constitution.)
What information do you need to order a Change to Constitution through Cleardocs?
Our checklist outlines all the information required.
What type of company constitution can I amend ?
You can use Cleardocs to update a company Constitution for:
- a Pty Ltd company;
- an SMSF trustee only Pty Ltd company; or
- a not-for-profit Pty Ltd company.
Why update a Constitution?
Simpler company administration
Over the last few years, there have been many changes to company law that make it simpler and easier to administer 'Pty Ltd' companies.
A company is bound to follow its Constitution - keeping it current means you can ensure you are complying with current laws rather than outdated rules.
For example, the meeting and accounting requirements are now much simpler. With a new Cleardocs Constitution, a company's directors can sign
a circulating resolution, rather than having to hold a 'directors meeting'.
A tailored Constitution – the Cleardocs difference
The Cleardocs Constitution upgrade (as with all our products) gives you flexibility. It is not a generic Constitution - you tailor it to suit your needs.
Some of the options you can choose from are:
- whether your new Constitution will be particular to a Superannuation Fund 'Trustee Only' Pty Ltd company;
- whether your new Constitution will be particular to a "not for profit company" (including as trustee of a Private Ancillary Fund or a Public Ancillary Fund);
- shareholder voting rights and possible restrictions on share sale and issue. (You should get legal, financial or other advice before
deciding on these matters. We cannot give you that advice as we do not know your company's situation.); and
- times/dates/attendees of the various meetings.
Save on ASIC's Annual Review fees - if the company is ONLY the trustee of a regulated superannuation fund or SMSF
If your company is set up solely to be the trustee of a 'regulated superannuation fund' (which includes a Self-Managed Superannuation Fund), then your company can adopt a Constitution that will be set up for reduced fees by ASIC.
You may need legal, financial or other advice before deciding to adopt that sort of Constitution. We cannot give that advice.
The fee for normal 'Pty Ltd' company and a special purpose 'trustee only' company is given here.
The phrase 'regulated superannuation fund' has the meaning given to it in the Superannuation industry (Supervision) Act 1993 (Cth).
What changes to company details are covered?
The new Constitution you receive through Cleardocs will reflect the company's current details (after the changes have been made). Some of the options you can choose from are:
- update the Constitution to reflect whether the company is now a special purpose company;
- update the Constitution to reflect the company's current address;
- update the Constitution to reflect the current number of directors and their details;
- update the Constitution to reflect the current number of members and their details.
The online process of updating the company's Constitution through Cleardocs does not in itself change the company details. The change is
effected when the company passes appropriate resolutions etc as provided by their Constitution and/or replaceable rules. Note however, if you
are only updating a Pty Ltd company's Constitution (and not changing the Constitution to limit what the Company does) then you don't need to lodge anything with ASIC.
Can I use the Cleardocs Change to Constitution product to change my company name?
No, the online process of updating the company's Constitution through Cleardocs does not perform any of the following:
- change the company's name;
- change the company type - for example, it can't change from a "Pty Ltd" company to a public company; or
- convert shares in the company from one class to another or divide shares into classes.
Lots of companies to update?
We can offer special rates if you plan to update Constitutions for many companies. Please call us on 1300 307 343 or email
firstname.lastname@example.org to discuss the special rates.
Seek legal advice
The Change to Constitution 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.