Review your company constitution before it causes friction at the wrong time

A constitution can sit quietly in the background until a key event puts pressure on it. Issues often surface when there is a share issue, investor discussion, director change, founder exit or disagreement about approvals. A document may appear fine for everyday trading but still contain voting thresholds, transfer rules or director provisions that no longer fit the company's structure. This review helps identify those pressure points before they become urgent. It is often easier to assess the document in advance than to discover its weaknesses in the middle of a transaction or dispute.

We review the constitution for clauses that may be outdated, internally inconsistent, unclear in operation or no longer suitable for the company's current setup. That can include provisions dealing with directors, meetings, voting, share transfers, pre-emptive rights, decision thresholds and execution mechanics. Sometimes the issue is not that a clause is plainly wrong, but that it creates uncertainty or unnecessary friction when the company tries to act on it. The review is intended to show where the document still works, where it may need attention, and what kind of follow-on legal work might be sensible.

It is commonly used by founders, directors and shareholders of Australian companies that already have a constitution in place but want clarity before making changes or relying on it for an important decision. That includes companies preparing for investment, restructuring ownership, updating governance arrangements or simply checking whether an older document still matches the way the business runs. It can also be useful where the constitution was adopted early on from a standard precedent and has not been revisited since the company's shareholding or management arrangements evolved.

No. This service is a one-off review and advice piece. The main deliverables are the review itself, written findings and a consultation about what the document appears to mean and whether changes are worth considering. If the outcome is that the constitution should be amended or replaced, that next step would be separate legal work with its own scope. This narrower approach can be useful if you want to understand the current position first, rather than committing immediately to drafting changes before the issues have been properly identified.

The most important document is the current constitution that applies to the company. It is also helpful to provide any shareholders agreement, cap table, recent company records or a short summary of the issue prompting the review, such as a proposed investment round, founder departure or governance change. Those materials can help put the constitution in context and highlight where a clause may matter in practice. If there are multiple versions of the constitution, it is worth flagging that early so the review is based on the operative document.

As an online law firm, we eliminate the headaches of paying us by the hour and finding time to meet with a lawyer in person. We charge a fixed fee, with upfront quotes and transparent pricing, and communicate via phone, email and video chat - whichever suits you! You'll be guided through our process by our expert lawyers, who are Australian-qualified and specialise in technology, intellectual property, contract drafting, corporate and commercial law.

At Sprintlaw, our pricing is transparent and designed for startups and small businesses. Many one-off legal services, including document drafting and reviews, are provided for a fixed fee with an upfront quote before you proceed.

Prices typically range from $250 to $2,500 AUD depending on the complexity and scope of the work. For ongoing support, Sprintlaw Memberships include options such as legal templates, consultations, a legal helpline and credits for services.

If your project is larger or more complex, we will provide a tailored quote after understanding what you need.

Our law firm operates completely online, which means we can help you wherever you are in Australia. We work at The Commons Central - a cool co-working space in Chippendale, Sydney - but our lawyers often work flexibly across various locations.

Our lawyers also work from co-working spaces and home offices in Sydney, Melbourne, Brisbane, Adelaide and Perth, so clients can get help online without needing to meet in person.