英文公司章程(澳大利亚).doc

Corporations Act 2001 (Cth) A Company Limited by Shares THE CONSTITUTION ( 章 程 ) of XXXX Pty Ltd ABN: XXXXXXXXXXXXX PART ONE - GENERAL (Name). The name of the XXXXX (AUST) Pty Ltd. (Limited Liability). The liability of members is limited. (Replaceable Rules). The provisions of the Corporations Act 2001 (Cth) which operate as replaceable rules apply to the company where they have been expressly included herein. Where the replaceable rules have not been included they are expressly excluded. Where there is only one (1) director and that director is also the sole shareholder the replaceable rules do not apply. (Interpretation). (a) In this constitution unless the context otherwise requires the following words and phrases shall have the following meanings: ‘ASIC’ means the Australian Securities and Investments Commission; ‘Constitution’ means this constitution and all subsequent amendments to it; ‘Corporations Act’ means the Corporations Act 2001 (Cth); ‘general meeting’ means a meeting of the company’s members; ‘Members Register’ means the register of members to be kept pursuant to the Corporations Act; ‘Office’ means the registered office for the time being of the company; ‘replaceable rules’ means the replaceable rules referred to in the Corporations Act; ‘Seal’ means the common seal (if any) of the company; ‘Secretary’ means any person appointed to perform the duties of a secretary of the company; ‘Section’ means a section of the Corporations Act. (b) The dictionary in Part 12 Division 1 of the Corporations Act applies to this Constitution as if that dictionary were fully set out herein; (c) Where in any Chapter of the Corporations Act there are particular definitions or dictionaries applying to that Chapter or any part of that Chapter then to the extent such definitions or dictionaries are applicable to this Constitution they are to apply as if they were fully set out herein; (d) Where a Section is referred to in this Consti