Corporations Act 2001

CHAPTER 2F - MEMBERS' RIGHTS AND REMEDIES  

PART 2F.2 - CLASS RIGHTS  

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 246F   COMPANY MUST LODGE DOCUMENTS AND RESOLUTIONS WITH ASIC  

246F(1)    
A company must lodge with ASIC a notice in the prescribed form setting out particulars of any of the following:

(a)    a division of shares in the company into classes if the shares were not previously so divided;

(b)    a conversion of shares in a class of shares in the company into shares in another class.

Note: A proprietary company may also have to notify certain particulars under Part 2C.2 .

246F(2)    
The notice must be lodged within 14 days after the division or conversion.

246F(3)    
A public company must lodge with ASIC a copy of each document (including an agreement or consent) or resolution that:

(a)    does any of the following:

(i) attaches rights to issued or unissued shares;

(ii) varies or cancels rights attaching to issued or unissued shares;

(iii) varies or cancels rights of members in a class of members of a company that does not have a share capital;

(iv) binds a class of members; and

(b)    is not already lodged with ASIC.

This also applies to a proprietary company that has applied under Part 2B.7 to change to a public company, while its application has not yet been determined.

Note: This subsection also applies to a CCIV: see section 1227L .

246F(3A)    

An offence based on subsection (1) or (3) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

246F(4)    
The document must be lodged within 14 days after it is made. The resolution must be lodged within 14 days after it is passed.