Draft a company constitution and record which replaceable rules it displaces
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the instructions and the ASIC list of replaceable rules, prepare a first-pass constitution and a table stating, for each replaceable rule, whether the draft displaces it, modifies it, or leaves it in place.
- What the lawyer must review
- The lawyer checks every clause against the instructions and the Act, decides which replaceable rules remain, and approves the constitution and the special resolution before they are used.
- Written for / version
- US
Open a jurisdiction version of this task to see which instruments apply: US
Who does what
| Role | What they do |
|---|---|
| Assistance | From the instructions and the ASIC list of replaceable rules, prepare a first-pass constitution and a table stating, for each replaceable rule, whether the draft displaces it, modifies it, or leaves it in place. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- A rule that is not displaced continues to apply. The table must say so.
- Replaceable rules do not apply to a proprietary company while the same person is its sole director and sole shareholder.
- Adoption after registration, and any modification or repeal, is by special resolution.
- A public company must lodge the special resolution, and a copy of the constitution or the modification, with ASIC within 14 days.
Sources
- Corporations Act 2001 (Cth) s 135 · 2026-10-22
- Corporations Act 2001 (Cth) s 136 · 2026-10-22
- ASIC: The replaceable rules for company governance · 2026-10-22
These are suggested working checks. Confirm the required checking with the responsible lawyer before work starts; the checking approach does not establish permission to use AI.