To register a proprietary company in Australia, it is no longer mandatory to have a formal Constitution (formerly Memorandum and Articles of Association). From registration the company is governed by the provisions of the Corporations Act 2001 (Cth), some of which are replaceable. The 'replaceable rules' are set out in Section 141, however 'replaceable rules' do not apply to sole director/sole member entities. A proprietary company may optionally adopt a Constitution, the provisions of which may displace or modify a 'replaceable rule' or alternatively which may adopt a 'replaceable rule' not otherwise applicable to that company. Failure to comply with any applicable 'replaceable rule' is not of itself a contravention of the Act (Section 135(3)). However any 'replaceable rule' applicable to a company, whether adopted by Constitution or not, has effect as a contractual term between the company, its directors and members (Section 140).

- Board - Chair & Directors (Minutes/Notices/Registers)

There are several formal documents that can be used in relation to matters concerning the chairperson and directors of a company. A Chairperson is in charge of the general conduct of a company's general meeting and of the procedures to be adopted at the meeting and has all the powers specified under the Corporations Act. Templates relating to chairpersons include minutes and notices for the appointment of a chairperson.

The business of a company is to be managed by or under the direction of the directors. The directors may exercise all the powers of the company except any powers that the Corporations Act or the company's constitution (if any) requires the company to exercise in general meeting.

Templates relating to directors include minutes and notices for appointment of a director and the resignation of a director amongst others. Corresponding checklists are provided for the documents.

- Company Secretary (Minutes/Notices/Registers)

A Company Secretary is responsible for keeping the various records of the company such as minutes of board and general meetings and the various records which must be kept at the registered office. The documents relating to a company secretary include appointment, removal and resignation. Corresponding checklists are provided.

- Corporate Representative (Minutes/Notices/Registers)

A person may be appointed a Corporate Representative to exercise all of any of the powers the company may exercise at a shareholder meeting or in voting in a resolution. The appointment may be standing. Templates include minutes and notices for appointment of a Corporate Representative.

- Registered Office - Change (Minutes/Notices/Registers)

These formal documents are used where there is a change in the company's registered office.

- Bank Accounts & Overdraft (Minutes/Notices/Registers)

These templates are used for a company opening or operating a company cheque account, investment account and also for an overdraft with a bank. An overdraft is a credit facility, provided to a set limit, to provide working capital. The level of the facility is usually limited to the security offered. Corresponding checklists are provided.

- Contracts with 3rd Parties (Minutes/Notices/Registers)

Where a company has contracted with a 3rd party (e.g. through a transaction, hire purchase agreements, leasing chattels or lease of equipment) it is important to clearly set out the company's rights and obligations and also the 3rd party's rights and obligations. The templates provided formalise matters associated with contracts with 3rd parties. Corresponding checklists are provided for the documents.

- Corporate Trustees (Minutes/Notices/Registers)

These documents are used to appoint a company (including a Sole Director company) as trustee of a trust. The company is referred to as a corporate trustee and can then control the allocation of income and capital in the trust to beneficiaries. After appointment as a corporate trustee, there are also documents relating to the allotment of units in a trust and the transfer of units. Corresponding checklists are provided.

- Registers (Minutes/Notices/Registers)

These are pro forma registers that record details of company matters such as Contractors, Employment, Premises and Securities amongst many others. It is prudent management practice to use Registers.