---
title: "Draft a company constitution and record which replaceable rules it displaces"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/draft-a-company-constitution-and-record-which-replaceable-rules-it-displ"
type: "task"
site: "AI Law Framework"
id: "A1-JU20261022-4"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
last_reviewed: "2026-10-22"
---

# Draft a company constitution and record which replaceable rules it displaces

> 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.

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/draft-a-company-constitution-and-record-which-replaceable-rules-it-displ  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| 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 / versions | 1 jurisdiction versions below |

## Checking plan

**Source-by-source verification**

Check the draft against sections 135 and 136 and against the rules the table says it displaces.

- What the AI does: 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 does: 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.
- Who reviews: Responsible lawyer with competence in the matter
- Basis: Practical workflow informed by the linked primary sources; the traffic light and working checks are editorial guidance, not a court classification.
- Why: The level reflects what the work is, the consequence of an error, and how much of the output the lawyer must independently re-derive.

## Checks the lawyer makes

1. A rule that is not displaced continues to apply. The table must say so.
2. Replaceable rules do not apply to a proprietary company while the same person is its sole director and sole shareholder.
3. Adoption after registration, and any modification or repeal, is by special resolution.
4. A public company must lodge the special resolution, and a copy of the constitution or the modification, with ASIC within 14 days.

## Notes

- 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.

## Sources

- [Corporations Act 2001 (Cth) s 135](https://www5.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s135.html) (checked 2026-10-22)
- [Corporations Act 2001 (Cth) s 136](https://www5.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s136.html) (checked 2026-10-22)
- [ASIC: The replaceable rules for company governance](https://www.asic.gov.au/for-business-and-companies/companies/register-a-company/the-replaceable-rules-for-company-governance) (checked 2026-10-22)

## Jurisdiction versions

| Jurisdiction | Level |
| --- | --- |
| [United States](https://ailawframework.com/practice/commercial-and-corporate-advisory/draft-a-company-constitution-and-record-which-replaceable-rules-it-displ/united-states.md) | Yellow |

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*