Adoption or Replacement of Constitution (Shareholder Approvals Package)
This do-it-yourself document generator helps you prepare all the documents you need to amend or replace your company constitution.
How does it work?
Our intuitive tool will guide you through the process step-by-step from start to finish. It’s quick, easy and simple to understand – just how legal documents ought to be.
The expert interview wizard will help you answer a few questions and prepare your document in the background. You’ll have your custom Pack to change the company constitution in 15 minutes or less.
When you’re done, print or download a PDF version for you to review, customise or sign.
What is a Pack to Change Company Constitution?
A Pack to Change Company Constitution is a set of all the documents required to adopt amendments to a company constitution, or replace it entirely.
Generally, a shareholders’ meeting is required to make such a change. This Pack includes a notice of the meeting and, if consent to short notice is required, you can also automatically generate a customised consent to short notice from up to 5 key shareholders.
When should I use a Pack to Change Company Constitution?
The Pack to Change Company Constitution should be used if you want to adopt amendments to a constitution or replace your existing one.
What topics does a Pack to Change Company Constitution cover?
- Written resolution
- Minutes of a meeting of the shareholders
- Notice of meeting of shareholders
- Consent to short notice
What other names does a Pack to Change Company Constitution go by?
A Pack to Change Company Constitution is also known as:
- Pack to Change Replaceable Rules
- Constitution Update Pack
- Constitutions Amendment Pack
Frequently Asked Questions
The parties involved are members and directors of the company and its key shareholders.
Companies must pass a special resolution to change or replace its constitution. This typically means at least 75% of votes cast must be in favour for it to pass – but this will depend on your existing constitution or Shareholders’ Agreement.
Generally you would need this document when you want to amend or replace your company’s existing constitution.
No. They will not be binding unless those existing shareholders agree to those new obligations in writing. That’s the point of getting their agreement using this pack.
Section 246B of the Corporations Act prevents any variation/cancellation unless certain requirements are met. Those requirements can be set out in the existing constitution. If not, then a separate approval of the existing holders of that class of shares will be required.
Note that some actions under section 246C may result in the variation of existing rights. If you are unsure about whether rights will be affected, please contact us for legal advice.
These shareholder resolutions are set up on the basis that the approval of the new constitution will be obtained by way of a special resolution of the shareholders. However, please note that, if the current constitution of the company sets out any additional mechanics that need to be followed, those additional requirements will need to be satisfied in order for the change to be effective. For example, it may be necessary to obtain the unanimous approval of all shareholders, or a separate approval from one or more specific shareholders.
- Company details
- Details of voting shareholders
- If applicable, details of proxy appointments to your company
- When will the meeting occur? (Note section 249H of the Corporations Act requires companies to give shareholders at least 28 days of notice.)
- A copy of the replacement constitution will need to be annexed to the notice of meeting
- When the change will take effect (please note also the company is legally obligated to notify ASIC of the change to the constitution within 14 days after these shareholder resolutions are passed)
There are several signing options available. How you sign largely depends on where the parties are located and if they will attend signing together. You can print on paper and sign, or use electronic signature tools such as Docusign or Hellosign.
If you need any assistance please contact us directly, we would be happy to assist.
If you have any questions or are uncertain about any aspect of the document please do not sign it or use it, Please contact us directly and we would be happy to assist.
Absolutely! Get in touch with us and we can provide a fixed-fee price to review it.
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