Corporations Act 2001

CHAPTER 8B - CORPORATE COLLECTIVE INVESTMENT VEHICLES  

PART 8B.3 - CORPORATE GOVERNANCE OF CCIVs  

Division 1 - Governance rules  

Subdivision B - Constitution  

SECTION 1223D   ADOPTION, MODIFICATION AND REPEAL OF CONSTITUTION  

1223D(1)    
A CCIV adopts on registration the constitution lodged with the application to register the CCIV.

1223D(2)    
The constitution of a CCIV may be modified, or repealed and replaced with a new constitution:

(a)    if the CCIV is a retail CCIV:

(i) by special resolution of the members of the CCIV; or

(ii) by the corporate director, if the corporate director reasonably considers the change will not adversely affect members ' rights; or

(iii) by special resolution of the members of a sub-fund of the CCIV, if the corporate director reasonably considers the change will not adversely affect the rights of any member of any other sub-fund of the CCIV; or

(b)    if the CCIV is a wholesale CCIV - by complying with the requirements set out in the constitution for the modification or repeal.

1223D(3)    
If the constitution of a CCIV is modified, or repealed and replaced with a new constitution, the CCIV must lodge with ASIC:

(a)    a copy of the modification, or the new constitution; and

(b)    if the corporate director of the CCIV determines a later date mentioned in paragraph (5)(b) or (c) for the modification or replacement to take effect - notice of the later date;

within 14 days after the modification or replacement.

Note: The constitution may be modified or repealed by Court order: see section 233 .

1223D(4)    
An offence based on subsection (3) is an offence of strict liability.

1223D(5)    
If section 137 does not set the date on which the modification or repeal and replacement of a CCIV ' s constitution takes effect, it takes effect on the latest of the following:

(a)    the date on which the modification or the new constitution is lodged with ASIC;

(b)    if the CCIV is a retail CCIV, and the corporate director determines a later date for the modification or replacement to take effect - that later date;

(c)    if the CCIV is a wholesale CCIV, and a later date is determined in accordance with any requirements in the constitution of the CCIV - that later date.

1223D(6)    
Section 136 does not apply to a CCIV.