The Articles of Incorporation Form is a mandatory document required when establishing a new company in Australia. It must be filed with the Australian Securities and Investments Commission (ASIC) as part of the company registration process. This document contains critical information about the company's structure, governance, and operations, including share capital, directors' powers, shareholders' rights, and meeting procedures. The Articles must comply with the Corporations Act 2001 and other relevant Australian legislation. Once registered, they become legally binding on the company and its members, serving as the constitutional foundation for all corporate activities. The document can be modified through special resolutions but must maintain compliance with Australian corporate law requirements.
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1. Company Name and Type: Specifies the company's name and type (e.g., proprietary limited, public company limited by shares)
2. Office and Place of Business: States the registered office address and principal place of business
3. Objects and Powers: Defines the company's purpose and scope of activities
4. Share Capital Structure: Details the company's share capital, classes of shares, and rights attached to shares
5. Members' Rights and Obligations: Outlines the rights, responsibilities, and limitations of company members
6. Directors and Management: Establishes rules for appointment, removal, and powers of directors
7. Meetings: Procedures for conducting shareholder and director meetings
8. Company Secretary: Provisions regarding the appointment and duties of the company secretary
9. Records and Accounts: Requirements for maintaining company records and financial accounts
10. Winding Up: Procedures for company dissolution and distribution of assets
1. Pre-emptive Rights: Used when shareholders should have first right to purchase shares before they're offered to outside parties
2. Tag-Along Rights: Included when minority shareholders should have the right to join in the sale of shares by majority shareholders
3. Drag-Along Rights: Added when majority shareholders should have the right to force minority shareholders to join in the sale of shares
4. Dividend Policy: Specific provisions for dividend distribution when standard provisions aren't sufficient
5. Intellectual Property Rights: Included when the company has significant IP assets that need special provisions
6. Foreign Ownership Provisions: Required when foreign ownership restrictions or considerations apply
7. Special Share Classes: Used when creating multiple share classes with different rights and privileges
1. Initial Shareholders: Details of founding shareholders and their shareholdings
2. Share Capital Structure: Detailed breakdown of share classes and rights
3. First Directors: Names and details of initial directors
4. Form of Share Certificate: Template for share certificates
5. Proxy Form: Standard form for appointing proxies for meetings
6. Company Seal: Design and rules for use of the company seal if adopted
7. Special Resolutions: Any special resolutions passed during incorporation
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Articles Of Incorporation Form
An Australian legal document that establishes a company's existence and defines its fundamental structure under the Corporations Act 2001.
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