This document is a sample constitution for a proprietary company in Australia that is set up to pursue a social purpose as well as to generate profits that it can pay to its founders and investors.

The constitution of a company sets out the rules on how the company will be managed – its “governance”. It deals in particular with the relationship between the members of the company (in this case its shareholders) and the directors.

Yes, but only on the conditions set out in the Instruction Notes at the end of the document.

The constitution has been prepared so that you can adapt it by adding in your company’s name, ACN and specific objects. It can then be used when incorporating your company or to replace your company’s existing constitution. See the Instruction Notes at the end of the document to see how to do so.

It is strongly recommended that you consult your own legal, tax and and other professional advisers as part of your assessment of this sample document and its suitability for your company or enterprise.

For more information on how to incorporate a company, visit the website of the Australian Securities Investments Commission (ASIC) here.

This constitution is designed for a social enterprise which aims to generate net profits and wishes to be able to seek investment capital for business growth, while also achieving a positive social impact.

For more information on when it would be appropriate to use it, see the commentary in the For Purpose & Profit Structure Diagram attached here.

This constitution has been designed with both “for purpose” and “for profit” features, including a statement of the purpose of the company, mission lock, directors’ duties protections, standard equity rights for ordinary shares, and other features.

For more information on these features, see the commentary in the For Purpose & Profit Structure Diagram attached here.

There are some special governance issues to consider when setting up or using a “for purpose and for profit” company, including mission and asset lock, distribution policy, decision-making arrangements, capital raising, and B Corp certification.

For more information on these and other issues, see the commentary in the Constitution Discussion Notes here.

This constitution can be adapted in a number of ways to reflect your intentions for your social enterprise, including setting out your company’s specific social purpose.   For more information on relevant issues, see the Constitution Discussion Notes here.  If you would like to discuss, please Contact Us.

This document is one of the legal building blocks in setting up your social enterprise so that it can take advantage of the rights and relationships recognised by the law.

To understand its context, see the Information Guides in this Toolkit.  For more information on the specific legal arrangements that this constitution is designed to reflect, see the commentary in the For Purpose & Profit Structure Diagram attached here. For a discussion on some of the key legal issues to think about when using this document, see the Constitution Discussion Notes here.