Considerable changes
have been implemented to the Corporations Act, and the team of specialists at
ACN DIRECT are fully conversant with all changes, introduced by the Corporate
Law Economic Reform Program, and the New Corporations Act 2001.
Our ultimate aim is to become an extension of your office, and provide
value-added, cost effective solutions, in an increasingly competitive corporate
environment.
ACN DIRECT regularly undertakes compliance procedures for some of Australia's
largest and most prominent Account Firms, together with private practitioners
and individuals, services including:
"Considerable
changes have been implemented to the Corporations Act since
1998. Companies no longer
have
a Memorandum and Articles of Association. A company may
opt to rely on basic rules of internal management known
as "replaceable rules", or may adopt a
single
set of rules known as a "Constitution". The adoption of
a constitution is widely recommended due to the following:
The replaceable rules
are scattered throughout the legislation. A constitution provides a concise and
chronological sequence of the Company's own rules.
It provides a self
contained published set of rules easily accessible and conveyable to third
parties (eg banks & financial institutions).
It can be customised
and include matters not covered in the replaceable rules.
It can provide varying
rights with regard to issue of shares and income splitting, eg dividends,
voting and preferences.
The memorandum &
articles of association of all existing companies registered prior to the
commencement of the Act on 1 July 1998, will be taken to be the constitution of
that company. Those companies cannot benefit from the recent changes to the
Corporations Act, and it is recommended that existing companies review and
amend their constitutions to confirm with the new legislation. ACN DIRECT
provides a fully comprehensive service for the adoption of new Constitutions,
and welcomes any enquiries."
Application to adopt new Company Constitution
Instructions
to ACN Direct:
*Instructing
Person
*Instructing
Firm/company
Street
Address
Suburb
State
Postcode
Telephone:
Facsimile:
*Email
Invoice
Details if different from above
Invoice
Address
if different from above
Deliver
Address if different from above or
Special Instructions
If address
unattended at time of delivery indicate authority to leave parcel
Yes
No
Payment
Details:
IMPORTANT
checklist (prior to instruction)
Existing Memorandum & Articles will be repealed in their entirety, and a
new Constitution adopted in its place.
Are there
any special clauses in the existing Articles which were customised specifically
for that company, which may vary from the newly adopted constitution? If
so, attach details in annexure.
SHARE
CAPITAL
Authorised
- All Ordinary Class Shares (or undivided) or are there multiple classes of
shares, eg., Ord, A, B, C, etc. Please indicate?
All
Ordinary
or
Multiple
Classes (attach details outlining existing rights - a copy of the relevant page
of the existing Articles is sufficient)
If multiple
classes, check the issued capital of the company. Please indicate:
All
Ordinary on issue
A Combination of
Classes on Issue
(attach details outlining existing rights - a copy of the relevant page of the
existing Articles is sufficient)
COMPANY
NAME
ACN
Resolution
Particulars
Date
of Meeting
dd/mm/yyyy
or leave blank
Place
of Meeting
Address:
Street:
Suburb:
State:
Postcode:
List
Names of all Members
(first and surname)
Present
at meeting
Indicate
Chairperson
Name of
the Director authorised for signing
(ASIC Form 211): (if required) First and Surname
