CORPORATIONS ACT 2001 - SECT 246B Varying and cancelling class rights
CORPORATIONS ACT 2001 - SECT 246B
Varying and cancelling class rightsIf constitution sets out procedure
(1) If a company has a constitution that sets out the procedure for varying or cancelling:
(a) for a company with a share capital--rights attached to shares in a class of shares; or
(b) for a company without a share capital--rights of members in a class of members;
those rights may be varied or cancelled only in accordance with the procedure. The procedure may be changed only if the procedure itself is complied with.
If constitution does not set out procedure
(2) If a company does not have a constitution, or has a constitution that does not set out the procedure for varying or cancelling:
(a) for a company with a share capital--rights attached to shares in a class of shares; or
(b) for a company without a share capital--rights of members in a class of members;
those rights may be varied or cancelled only by special resolution of the company and:
(c) by special resolution passed at a meeting:
(i) for a company with a share capital of the class of members holding shares in the class; or
(ii) for a company without a share capital of the class of members whose rights are being varied or cancelled; or
(d) with the written consent of members with at least 75% of the votes in the class.
(3) The company must give written notice of the variation or cancellation to the members of the class within 7 days after the variation or cancellation is made.
(4) An offence based on subsection (3) is an offence of strict liability.
Note: For strict liability , see section 6.1 of the Criminal Code .