Constitution Checklist

A company which is listed on the ASX must include in its constitution certain rules that comply with the ASX Listing Rules, in addition to what is usual to find in a public company constitution and as required by the Corporations Act.

I would suggest that many of such rules could reasonably apply to all companies, and that the directors (ie, ‘technically’ the shareholders – as it is they who must approve the constitution) should consider including them in their companies’ constitutions, as and where applicable.

Checklist for Listed Companies

The ASX has provided the following checklist, the purpose of which is to assist companies seeking to list and those revising their constitution or adopting a new one, to ensure that it complies with the Listing Rules (and the Settlement Rules).

For your information, I have included below the applicable rule references from our constitution.

  • If the Listing Rule is not covered by the constitution, please indicate that

there is no specific reference.

  • Means the Listing Rule may require specific provisions to be included or may prohibit the inclusion of certain provisions in the constitution. Alternatively, the L/R may allow the constitution to make provision for the matter.

ASX Compliance / Requirements

Listed companies must comply with the provisions of Listing Rules 15.1.1, and 15.11. In summary, L/R 15.1.1 requires draft proposed alterations to a company’s constitution to be supplied to ASX for examination. L/R 15.11 provides that if a company amends its constitution, the constitution (including the amendments), must be consistent with the Listing Rules, so listed companies should be prepared for ASX to conduct a full review of the complete constitution. This L/R does not apply if the company’s constitution includes the provisions in Appendix 15A or Appendix 15B. Companies should advise ASX when submitting documents for review if their constitution does contain these provisions.

A copy of the constitution (as amended) is required to be released to the market (through ASX) after shareholder approval is obtained.

*Originally written by Company Secretary, an Australian virtual company secretary service.

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