# Playbook: Amend the constitution > Change the company's rulebook the right way — a members' special resolution, then lodge the amended constitution with ACRA. Know how it sits against the Model Constitution. _Updated 2026-07-11_ Source: /help/scenarios/constitution-amendment **In short:** The constitution is the company's rulebook, and altering it needs a members' special resolution — a higher bar than an ordinary resolution. CorpSec AI drafts the special resolution and the amended constitution, routes them for four-eyes approval and signatures, and lodges the amendment with ACRA. The exact section governing alteration of the constitution, the special-resolution majority and the notice period are governed by the Companies Act and are to be confirmed by counsel. > **Note:** Altering a constitution requires a members' special resolution. The exact governing section, the majority and the notice period are to be confirmed by counsel — this playbook does not quote them. Not legal advice. ## 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updating directors' powers, switching from bespoke articles to (or from) the Model Constitution, or removing an outdated object.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. > **Note:** A constitution amendment is usually taken at an EGM or by written resolution — see the EGM playbook for convening the meeting. ## 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. > **Heads up:** Whether the matter needs a special resolution, whether class consent applies, and whether any clause is entrenched are legal questions to confirm with counsel — CorpSec AI drafts the documents but does not decide these for you. Not legal advice. ## 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 task** — Open + New task, choose the company, and pick the constitution-amendment / resolution task type. Describe the changes. 2. **Draft the special resolution and amended constitution** — The 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 approval** — The documents route to a different, suitably senior colleague for approval before they go out. 4. **Collect signatures / record the vote** — The Signing tab collects the members' signatures on a written resolution, or you record the EGM vote and minutes. 5. **Lodge with ACRA** — The filing step records the lodgement of the special resolution and amended constitution. Live BizFile submission is on the roadmap. 6. **Update the record** — The amended constitution is filed on the company record. Once every step is done the task status flips to Done automatically. > **Note:** Live BizFile submission is on the roadmap — the filing step records the lodgement rather than submitting it to ACRA automatically. ## Frequently asked questions ### What kind of resolution amends a constitution? A members' special resolution — a higher bar than an ordinary resolution, with a larger majority and longer notice. The exact section, majority and notice period are to be confirmed by counsel; not legal advice. CorpSec AI drafts the special resolution and the amended constitution. ### How does this relate to the Model Constitution? The Model Constitution (Companies (Model Constitutions) Regulations 2015) is the default rulebook. A company can adopt it, adopt it with modifications, or use bespoke articles. The amendment records which, and CorpSec AI drafts the amended text accordingly. ### Do we need to file the amended constitution with ACRA? Yes — the special resolution and amended constitution are lodged with ACRA. The exact filing window is to be confirmed by counsel. The filing step records the lodgement; live BizFile submission is on the roadmap. ## Related - [Convene an EGM](/help/scenarios/egm) - [Allot new shares](/help/scenarios/share-allotment) - [Documents](/help/documents) - [ACRA — regulatory reference](/help/regulatory/acra)