Playbook: Amend the constitution

When you meet it

A company needs to change its internal rules — adopting new share classes, changing pre-emption or transfer restrictions, updating directors' powers, switching from bespoke articles to (or from) the Model Constitution, or removing an outdated object. Any change to the constitution itself is a constitution amendment.

It commonly rides alongside another transaction: a new investor may require constitutional changes (drag/tag, pre-emption) as a condition of a share allotment. In that case the amendment is done first (or in the same members' meeting) so the new rules are in force when the shares issue.

Legal basis

These provisions come from CorpSec AI's verified citation table; this is general information, not legal advice.

• Special resolution of members: a constitution is altered by a members' special resolution. A private company may pass that resolution by written means under sections 184A–184G of the Companies Act 1967 (passed on the date the last member signs, s184D) — but note a special resolution carries a higher majority and longer notice than an ordinary one. The exact governing section for alteration, the majority and the notice period are to be confirmed by counsel. [Verified for the written-resolution mechanism; alteration section needs counsel]
• Relationship to the Model Constitution: the default rulebook is the Model Constitution under the Companies (Model Constitutions) Regulations 2015. A company can adopt it wholesale, adopt it with modifications, or use bespoke articles — the amendment records which. [Verified]
• Lodgement with ACRA: the special resolution and the amended constitution are lodged with ACRA. The exact filing window is to be confirmed by counsel; not legal advice.

Before you start — prerequisites, materials & parties

• Prerequisites: the client's CDD is passed; the current constitution (or confirmation it is the Model Constitution) is on file; and the exact changes are agreed and marked up against the existing text.
• Materials: the marked-up / clean amended constitution, the special-resolution wording, the notice of meeting (or written-resolution circulation), and any consents required from a class of shareholders whose rights are affected.
• Parties: the members (who pass the special resolution), the directors (who convene the meeting), and — where a class of shares is affected — the members of that class whose separate consent may be needed.

The standard steps

• Prepare the amended constitution and the text of the special resolution.
• Convene the EGM (or circulate the written resolution) with proper notice, giving members the text of the special resolution.
• Pass the special resolution by the required majority; obtain any separate class consent if a class's rights are varied.
• Lodge the special resolution and the amended constitution with ACRA within the applicable window.
• File the amended constitution on the company record and update anything that references the old rules.

Common pitfalls & edge cases

• Passing an ordinary resolution by mistake. A constitution can only be altered by a special resolution. An ordinary resolution does not do it, and the amendment is ineffective. Confirm the resolution type before circulating.
• Short notice. A special resolution carries a longer notice requirement. Giving ordinary-resolution notice for a special resolution can invalidate it unless valid short-notice consent is obtained in the constitution's form.
• Varying class rights without class consent. If the amendment changes the rights attached to a class of shares, that class usually has to consent separately. Skipping the class meeting/consent can make the variation challengeable.
• Entrenched provisions. Some constitutions entrench certain clauses so they need more than a bare special resolution (e.g. unanimous consent). Check for entrenchment before assuming a special resolution is enough.
• Forgetting the ACRA lodgement. Passing the resolution is not the end — the amended constitution must be lodged with ACRA. An amendment passed but never filed leaves the public record out of step.
• Amendment out of sequence with a linked deal. If a new investor's rights depend on the amendment, adopt the new constitution before (or at the same meeting as) the share allotment, so the shares issue under the correct rules.

Timing & sequence

• Agree the changes → notice of EGM / circulate written resolution → obtain any class consent → pass the special resolution → lodge the amended constitution with ACRA → update the company record.
• If linked to a share issue or other deal, the amendment comes first (or in the same meeting) so the new rules govern the deal.
• The ACRA lodgement window and the notice/majority for the special resolution are to be confirmed by counsel; not legal advice.

In CorpSec AI

1. Create the taskOpen + New task, choose the company, and pick the constitution-amendment / resolution task type. Describe the changes.
2. Draft the special resolution and amended constitutionThe AI drafts the special resolution and the amended constitution in the Document tab, noting the relationship to the Model Constitution. Adjust by selecting text and commenting.
3. Four-eyes approvalThe documents route to a different, suitably senior colleague for approval before they go out.
4. Collect signatures / record the voteThe Signing tab collects the members' signatures on a written resolution, or you record the EGM vote and minutes.
5. Lodge with ACRAThe filing step records the lodgement of the special resolution and amended constitution. Live BizFile submission is on the roadmap.
6. Update the recordThe amended constitution is filed on the company record. Once every step is done the task status flips to Done automatically.