37. Adoption of model constitution

Question 1

37. Adoption of model constitution

Answer 1

General overview
[37.01] The significance of the new s 37 is that it gives a choice to the company to adopt the whole or part of the model constitution prescribed by the Act, as it stands at the time of the adoption of the model constitution, or as it may be in force from time to time. The old s 37 provisions on the alteration of articles have been subsumed under s 33.

Question 2

Choice of model constitution

Answer 2

[37.02] A specified company shall adopt in whole or in part the model constitution prescribed under s 36(2). For ease of registration, a specified company may adopt a model constitution using the title of the model constitution: s 37(2).

Question 3

As may be in force from time to time

Answer 3

[37.03] The danger in subsection (3) which allows a company to adopt a model constitution as may be in force from time to time, instead of one that is in force at the time of adoption is that the company when facing a corporate governance issue has to check the latest model constitution prescribed by the Act for the type of company to which the specified company belongs: s 37(3)(b). Furthermore, legal problems may arise with contracts or any transaction that were concluded based on the previous model constitution, but the dispute arises subsequently. The question then arises over which model constitution should apply

Question 4

Modified model constitution

Answer 4

[37.04] Where a specified company has (i) adopted a modified constitution; (ii) included additional provisions to the constitution; or (iii) included objects clauses as part of its constitution, the company shall submit to the registrar a copy of the constitution: s 37(4).