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Company Constitution Upgrade - from $280

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PRODUCT INFORMATION

UPGRADING YOUR COMPANY CONSTITUTION

Topdocs can upgrade your company constitution or adopt a new constitution for the company if the current constitution is lost. Your documentation is reviewed and signed off by our legal team at Topdocs Legal Pty Ltd, ensuring all relevant parties and procedures have been attended to in the preparation of your documentation.

download Review the Company Constitution Upgrade order checklist download See the list of documents you will receive

NEW MULTI CONSTITUTION UPDATE TOOL

Do many of your clients still have old memorandum and articles of association governing their companies?  Or do they have very old, outdated constitutions?

If so, you can quickly and easily update your old M&As or constitutions to an up to date constitution using the Topdocs Multi Constitution Update Tool, featuring a new integration with BGL's Corporate Affairs System (CAS).

Topdocs' new integration with BGL's Corporate Affairs System  means you can update a number of your client’s old memorandum and articles of association or constitutions at once - without completing a single order form. Instead, you can use the company information already stored in CAS to prepare your orders.

HOW DOES IT WORK?

Follow these easy steps to adopt a new constitution for your companies using our new BGL CAS integration:

  • Log into BGL's Corporate Affairs System and create a company export file for each of the companies you wish to adopt a new constitution for.  Save the zip file for each company on your desktop.
  • Log into the Topdocs online Document Portal by going to www.topdocs.com.au
  • Select ‘Company Constitution Update – Multi Update Tool' from the new orders menu
  • Use the Multi Update Tool to upload your BGL Corporate Affairs System company export files, and the current M&As for each company.  You can upload 5 companies at a time to update.
  • Submit your order, and our team will prepare the company constitution update documentation for you, including individual full legal sign off and review of each order.

Our integration with BGL will extract all the required information that we need to update your M&As or constitutions from the CAS export file, and our team will then prepare your constitution update documentation, with every package being signed off by our lawyers at Topdocs Legal.

download Download the Multi Constitution Update Tool information sheet

MORE INFORMATION

You can learn more about the Topdocs Company Constitution Upgrade documentation in the RELATED INFORMATION tab.

Should you have any queries or require more information, please call the team at Topdocs on 1300 659 242.

ORDERING OPTIONS

ORDER ONLINE

Order your document online in three easy steps:

  1. Login or Join the Topdocs Document Portal
  2. Select your document
  3. Follow the prompts and you're done!

 

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If you haven't used the Topdocs Document Portal before, you can join by clicking on the JOIN FREE button and following the prompts.

ORDER BY FORM

Order your document by completing the form below and returning it to us by email or fax.

 

 

Should you have any queries or require more information, please call the team at Topdocs on 1300 659 242.

PRICING

 

ADVISER^
(inc GST)

RETAIL
(inc GST)

INSTANT EMAIL DELIVERY


  • due to the complex nature of this document, it is only available via full service delivery

Not Available


Not Available


FULL SERVICE DELIVERY


  • your document is professionally printed and bound, reviewed by our legal team where required, then delivered to you by express post
  • delivery is generally the next day

$280


 

$330


 

adviser pricing ^ Adviser pricing is available to accountants, financial planners, SMSF specialists and lawyers. This pricing will be automatically applied to your document orders when you join Topdocs and sign into the Topdocs Document Portal.

 

YOUR DELIVERY OPTIONS

When you order a document you can select how you would like it delivered to you. Your options are:

FULL SERVICE DELIVERY

  • your documents are professionally printed and bound, reviewed by our legal team where required, then delivered to you by express post.

 

Should you have any queries or require more information, please call the team at Topdocs on 1300 659 242.

RELATED INFORMATION

MORE INFORMATION

Outlined below is additional information relating to the document you have chosen.

The Topdocs Constitution ... [more]

The Topdocs Constitution has been expertly drafted and is continually reviewed to ensure maximum flexibility and effectiveness. It has the following features:

  • A comprehensive range of share classes that allow you to structure your company in a variety of ways
  • The ability to discretionarily distribute dividends
  • The ability to pay dividends out of monies other than profits
  • The ability to act as a Sole Purpose SMSF Trustee or a standard company

All relevant constitutions, consents, minutes, applications and certificates are included in your order, bound in a professional Company Register.

Instructions on how to execute the documents, open a bank account for the company and register the company with the ATO are also included.

Benefits to upgrading an old Company Constitution ... [more]

Amendments to corporations legislation over the past 15 years have made older company documents (formerly known as “Articles of Association”) out-dated and potentially risky to continue with. Where companies were registered before 9 December 1995, we would suggest that updating the company constitution should be seriously considered.

Updating the constitution would provide the directors with up-to-date protection against the risk that they might inadvertently breach their obligations when acting in reliance on an out-dated company document. The company constitution directs what the company can and cannot do. Therefore, the law always refers to the company’s constitution as the first step and applies the most restrictive interpretation to the conduct of directors and to the running of the company in light of the constitution.

Therefore, if an old company document is still being used, then the constitution will be used as the reference point for determining whether there have been any breaches committed by the company and its directors.

For example, many old company documents:

  • Limit the company to “Authorised Capital”
  • Still retain the concept of “Par Value” for shares which has now been abolished
  • Require Private and Proprietary companies to have a registered office open to the public. This is no longer required
  • Require Capital Reductions to be approved by the Court. This is no longer required
  • Require the use of a company seal. This is no longer required
  • Do not refer to changes in electronic communication, such as electronic lodgement of documents (including annual returns, or company meetings by telephone or video
  • Require directors to recommend a dividend, which is then approved by shareholders in general meeting. Whereas directors are permitted to declare and pay dividends without referring the matter to shareholders
  • Require a minimum of two directors and two shareholders to run the company whereas only one director and one shareholder is now required
  • Do not refer to the s187 Corporations Act provision that allows directors of wholly owned subsidiaries to act in good faith in the best interests of the holding company even where the decision of the directors may not be in the best interests of the subsidiary. Such protection only applies where the company constitution specifically refers to s187 (and where the subsidiary is solvent and does not become insolvent because of an act of the directors
  • May extend indemnity provisions to the company’s auditors, but not to officers of subsidiary companies whereas this may not be appropriate today

Topdocs can update your company constitution to contain the most current provisions and provide the directors of your company with up to date protection.

Please note this article is for information purposes only and does not constitute legal advice.

download Download the Pre-1995 Constitutions – The Risks article

Topdocs Company Class Shares ... [more]

The Topdocs Company Constitution allows for any of the following types of shares when establishing your Company. On your full service order form, please select the Share Class applicable for each Director’s/additional member’s shareholding.

SHARE CLASS

RIGHTS ASSOCIATED WITH THE SHARE CLASS

ORD A, B

 

  • the right to vote at meetings of Members; and
  • the right to receive Dividends from the Company; and
  • the right to participate in the distribution of assets pursuant to clauses 156 to 158 hereof on winding up of the Company
  • the right to participate in any division of any surplus assets or profits of the Company equally with all other members having similar rights
C, D, E, F
  • no right vote at meetings of Members; and
  • the right to receive Dividends from the Company; and
  • the right to participate in the distribution of assets pursuant to clauses 156 to 158 hereof on winding up of the Company
  • the right to participate in any division of any surplus assets or profits of the Company
G, H, I, J
  • no right vote at meetings of Members; and
  • the right to receive Dividends from the Company; and
  • no right to participate in the distribution of assets pursuant to clauses 156 to 158 hereof on winding up of the Company
  • no right to participate in any division of any surplus assets or profits of the Company equally with all other members having similar rights
K
  • the right to vote at meetings of Members; and
  • no right to receive Dividends from the Company; and
  • the right to participate in the distribution of assets pursuant to clauses 156 to 158 hereof on winding up of the Company
  • the right to participate in any division of any surplus assets or profits of the Company equally with all other members having similar rights
L
  • no right to vote at meetings of Members; and
  • the right to receive Dividends from the Company; and
  • the right to participate in the distribution of assets pursuant to clauses 156 to 158 hereof on winding up of the Company.
  • no right to participate in any division of any surplus assets or profits of the Company equally with all other members having similar rights
M
  • the right to vote at meetings of Members; and
  • no right to receive Dividends from the Company; and
  • the right to participate in the distribution of assets pursuant to clauses 156 to 158 hereof on winding up of the Company.
  • no right to participate in any division of any surplus assets or profits of the Company equally with all other members having similar rights
N
  • the right to vote at meetings of Members; and
  • no right to receive Dividends from the Company; and
  • the right to participate in the distribution of assets pursuant to clauses 156 to 158 hereof on winding up of the Company.
  • the right to participate in any division of any surplus assets or profits of the Company equally with all other members having similar rights
O CLASS REDEEMABLE PREFERENCE
  • the right to vote at meetings of Members; and
  • no right to receive Dividends from the Company; and
  • the right to participate in the distribution of assets pursuant to clauses 156 to 158 hereof on winding up of the Company
  • no right to participate in any division of any surplus assets or profits of the Company equally with all other members having similar rights

The company may at any time redeem all or redeem any one or more O class redeemable preference shares. If the company elects to do so:

  • the Company will give the holder of the shares to be redeemed seven days written notice of the redemption;
  • the notice will be delivered or posted to the Notice Address for the holder of those shares with a cheque for the amount paid up in respect of those shares; and
  • any redemption under this Rule will be effective immediately upon the expiry of seven days from the delivery or posting of the notice of redemption
P CLASS REDEEMABLE PREFERENCE
  • no right to vote at meetings of Members; and
  • the right to receive Dividends from the Company; and
  • the right to participate in the distribution of assets pursuant to clauses 156 to 158 hereof on winding up of the Company.
  • no right to participate in any division of any surplus assets or profits of the Company equally with all other members having similar rights.

The company may at any time redeem all or redeem any one or more P class

  • redeemable preference shares. If the company elects to do so:
  • the Company will give the holder of the shares to be redeemed seven days written notice of the redemption;
  • the notice will be delivered or posted to the Notice Address for the holder of those shares with a cheque for the amount paid up in respect of those shares; and
  • any redemption under this Rule will be effective immediately upon the expiry of seven days from the delivery or posting of the notice of redemption.
download Download the Topdocs Class Shares information sheet

Should you have any queries or require more information, please call the team at Topdocs on 1300 659 242.