Corporations Act 2001
Note: This Part does not apply to the adoption or amendment of benefit fund rules or to consequential amendments to the rest of the company's constitution made under the Life Insurance Act 1995 , see Subdivision 2 of Division 4 of Part 2A of that Act.SECTION 246D VARIATION, CANCELLATION OR MODIFICATION WITHOUT UNANIMOUS SUPPORT OF CLASS 246D(1)
If members in a class do not all agree (whether by resolution or written consent) to:
(a) a variation or cancellation of their rights; or
(b) a modification of the company ' s constitution (if any) to allow their rights to be varied or cancelled;
members with at least 10% of the votes in the class may apply to the Court to have the variation, cancellation or modification set aside.246D(2)
An application may only be made within 1 month after the variation, cancellation or modification is made. 246D(3)
The variation, cancellation or modification takes effect:
(a) if no application is made to the Court to have it set aside - 1 month after the variation, cancellation or modification is made; or
(b) if an application is made to the Court to have it set aside - when the application is withdrawn or finally determined. 246D(4)
The members of the class who want to have the variation, cancellation or modification set aside may appoint 1 or more of themselves to make the application on their behalf. The appointment must be in writing. 246D(5)
The Court may set aside the variation, cancellation or modification if it is satisfied that it would unfairly prejudice the applicants. However, the Court must confirm the variation, cancellation or modification if the Court is not satisfied of unfair prejudice. 246D(6)
Within 14 days after the Court makes an order, the company must lodge a copy of it with ASIC.
[ CCH Note: S 246D(6) will be amended by No 69 of 2020, s 3, Sch 1, by substituting " the Registrar " for " ASIC " , (effective 22 June 2022 or a day or days to be fixed by Proclamation).]
An offence based on subsection (6) is an offence of strict liability.
Note: For strict liability , see section 6.1 of the Criminal Code .