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Shareholders' Resolution to Amend Constitution (Circulating Resolution)

This Shareholders' Resolution to Amend Constitution serves to enable shareholders of a company to pass a special resolution to amend the constitution without holding a meeting.

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Under 10 minutes

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Suitable for Australia

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Document Overview

In accordance with the Corporations Act 2001 (Cth), in order to effect an amendment to the constitution, you may either:

  • Pass the resolution as a special resolution by a 75% vote at a meeting of shareholders;
  • Obtain the signatures of all the shareholders through a circulating resolution, as this document provides for.

Legal considerations

It’s important to remember that despite the fact legislation allows you to pass a resolution in this way, your company constitution or shareholders agreement may require a different process. For example, your constitution might state that shareholders must hold a meeting for all resolutions. Therefore it is recommended that you review these documents first to check whether your company has a specific procedure (ie. meeting) regarding passing resolutions. 

You should also be aware that this document is best suited to decisions that are likely to be agreed on by every shareholder, and therefore do not require a meeting. Given a circulating resolution requires a unanimous conclusion, it is not appropriate for amendments that are complicated and likely to involve disagreement. 

Further information:

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