Our Constitution
Shelfcom provides every company with a Constitution at no extra charge. (Formerly known as Memorandum and Articles of Association).
A company legally does not need a Constitution but can rely on what are known as the "Replaceable Rules" as provided for in the Companies Act, 2001 (Section 134) but Shelfcom firmly recommends that a company have a Constitution for the following reasons:
- Do you have a copy of the Companies Act 2001 so you know what the Replaceable Rules are? Most people don't.
- A Constitution covers a single set of rules contained in a bound booklet. They are not scattered, as are the Replacement Rules, throughout the Act.
- Our Constitution has evolved over the years brought about by changes to Laws, our experience, the practicalities of administering companies, the simplification of procedures and the advices of our lawyers who specialise in Corporate Law and in fact are Corporate Law authors and editors of well known texts and periodicals.
- Our Constitution dispenses with the need to hold Annual General Meetings, provides for Meetings to be held by electronic means if directors or shareholders cannot physically meet, and the option whether or not to have a Common Seal or use it if it has, to automatically cover the terms of shareholder loans under Division 7A of the Income Tax Assessment Act and to provide for multiple classes of shares with differing rights as to voting, dividends and return of capital which in turn provides maximum flexibility for tax planning etc in the future, as recommended by your accountants and lawyers.