THE CORPORATIONS LAW

CHAPTER 11 - APPLICATION AND TRANSITIONAL PROVISIONS

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PART 11.2 - COMMENCEMENT AND APPLICATION OF CERTAIN CHANGES TO THIS LAW

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Division 10 - Changes resulting from the Company Law Review Act 1998

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SECTION 1427   SHARE CAPITAL - PROVISIONS IN CONSTITUTION ABOUT AMOUNT OF SHARE CAPITAL AND DIVISION INTO SHARES  

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1427(1)  [Constitution]  

Any provisions in a company's constitution stating the amount of the company's share capital, and dividing that share capital into shares of a fixed amount, are repealed on commencement.

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1427(2)  [Notice]  

If, before commencement (or within 3 months after commencement), a company receives a notice stating that this subsection is to apply to the company and that satisfies subsections (3) to (5), the following provision is inserted in the company's constitution on commencement (or when the notice is received if it is received after commencement) in place of the provision repealed by subsection (1):

``The company must not issue shares if the issue would make the total number of the company's issued shares in a particular class exceed the total number of shares of that class into which the company's authorised share capital was divided immediately before the commencement of Chapter 2H of the Corporations Law.''.

The provision has effect as a provision of the company's constitution and may be amended accordingly.

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1427(3)  [Notice requirements]  

A notice for the purpose of subsection (2) must be:

(a)  in writing; and

(b)  signed by:

(i) members who hold shares carrying at least 5% of the votes that may be cast at a general meeting of the company; or
(ii) 100 members entitled to vote at a general meeting of the company.
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1427(4)  [Copies]  

The notice may consist of copies signed by different members provided each copy has identical wording.

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1427(5)  [Percentage of votes]  

The percentage of votes members hold is to be worked out as at the close of business on the day before the notice was given to the company.

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1427(6)  [Lodge notice]  
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If subsection (2) applies to insert the provision into a public company's constitution, within 14 days after the insertion of the provision the company must lodge a notice with ASIC in the prescribed form that states that subsection (2) applies.

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