A company’s internal management may be governed by the replaceable rules in the Corporations Act 2001 (Cth), by a constitution or by a combination of both.

A company’s constitution can modify or displace the replaceable rules. However, certain replaceable rules are mandatory for public companies.

Generally, the default position is that the replaceable rules apply to companies registered on or after 1 July 1998, although many companies displace the replaceable rules in the constitution. The rules do not apply to a sole director and sole shareholder company.

A company can adopt a constitution on or after registration. To adopt a constitution on registration, each member must agree in writing to its terms before the application for registration is lodged. To adopt a constitution after registration, the company must pass a special resolution adopting it. The constitution of a public company must be lodged with the Australian Securities & Investments Commission (ASIC).

A company may alter or repeal its constitution by passing a special resolution.

See Replaceable rules and constitution.

Every company must have a registered office in Australia. The registered office is a place where documents may be served on a company and to which communications and notices may be addressed.

A company does not need to occupy the premises at the address of its registered office. Indeed, it is common for a company’s registered office to be the address of a service provider (shown by c/-). However, the prior written consent of the occupier is required.

A public company must display its name and the words “Registered Office” prominently at its registered office. The registered office must be kept open to the public during certain hours.

See Registered office.