Rule book

What is a corporation rule book?

The rule book governs how a corporation should be run—for example, how to elect directors and hold valid meetings. Having a rule book that is carefully followed and works well for a corporation is essential to maintaining good governance.

It includes all the relevant parts of the law that affect how a corporation is run:

  • the constitution of the corporation
  • 'replaceable rules' that have not been changed
  • set laws under the CATSI Act that the corporation cannot change.

What is the constitution under the CATSI Act?

The constitution includes all the rules in the CATSI Act that corporations change to suit their own circumstances and needs. For example:

  • rules specific to your corporation, such as its name and objectives
  • ‘replaceable rules’ that you can change
  • laws that have options, such as whether members are liable for the corporation’s debts
  • extra rules that the corporation has added itself
  • rules recommended by ORIC that are a good governance idea.

Using the rule book

Rules can sometimes be difficult to understand. In most circumstances very few people in a corporation will know all of the rules all of the time. It's important that a copy of the rule book is kept at the corporation's document access address/registered office. It is also a good idea to give each member of the corporation a copy of the rule book.

Most corporations set their rules when they first register. Over time things change, a corporations should update their rule book to deal with these changes.

Resources and further information

See the fact sheet What's in the corporation's rule book?

See also the ORIC Oracle issues Does your rule book need a spring clean? (August 2015) and CATSI rules—make them your own (August 2007).

ORIC has developed some rule book tools that corporations can use to make their own rule book that complies with the CATSI Act and suits their needs. These include:

  • The rule book—condensed
  • The rule book—info kit
  • A guide to writing good governance rules for Prescribed Bodies Corporate and Registered Native Title Bodies Corporate

How to adopt condensed rules under the CATSI Act

Once a corporation has drafted a new rule book, the members will need to consider whether to adopt it.

The steps to adopt a new rule book are covered in the steps to register.

IMPORTANT—changes to the rule book do not become effective until after the Registrar has approved and registered them. Until then, your existing rule book continues to apply.

The rule book—condensed

Revised February 2021

This rule book satisfies the requirements for most corporations registering under the CATSI Act.

This rule book satisfies the requirements for a constitution under the CATSI Act and includes some good governance ideas. It keeps some of the ‘replaceable rules’ under the CATSI Act, and replaces others. It doesn’t include all of the set law under the CATSI Act.

Published: February 2021

The rule book—info kit

4th edition September 2008
Reprinted with minor corrections June 2011

The rule book info kit is comprehensive and takes advantage of the full range of options under the CATSI Act. It includes extra information and notes to help corporations pick and tailor rules.

It is a longer document which includes set laws from the CATSI Act which cannot be changed (rules that apply to all corporations) as well as:

rule that must be completed rules that must be completed (special to that corporation)
rule that can be replaced rules that can be replaced
law that can be changed laws that can be changed
rule that are recommeded rules that are good governance ideas recommended by ORIC

The rule book info kit is for corporations who would like to tailor their rules but do not have assistance from lawyers. It suits most medium and large corporations who are familiar with legislation, need tailoring for unique circumstances, and would like to understand which parts of the CATSI Act influence how a rule book is written.

Published: September 2008

A guide to writing good governance rules for PBCs and RNTBCs

Produced May 2008
Reprinted in a revised format April 2011 (no changes to text)

This guide complements the Rule book info kit and is for prescribed bodies corporate (PBCs) and Registered Native title bodies corporate (RNTBCs) who have extra responsibilities under the Native Title Act 1993. It describes some of the important issues that need to be considered when writing rules for these types of corporations. It also suggests some specific rules.

It is designed for PBCs, RNTBCs and groups intending to hold or manage native title.

Published: May 2008

The rule book—short (pictorial)

Produced February 2009

This book contains pictures to help explain some of the concepts within the book.

Published: February 2009