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 246C CERTAIN ACTIONS TAKEN TO VARY RIGHTS ETC.Company with share capital
246C(1)
If the shares in a class of shares in a company are divided into further classes, and after the division the rights attached to all of those shares are not the same: (a) the division is taken to vary the rights attached to every share that was in the class existing before the division; and (b) members who hold shares to which the same rights are attached after the division form a separate class.
246C(2)
If the rights attached to some of the shares in a class of shares in a company are varied: (a) the variation is taken to vary the rights attached to every other share that was in the class existing before the variation; and (b) members who hold shares to which the same rights are attached after the variation form a separate class.
Company without share capital
246C(3)
If the members in a class of members in a company without share capital are divided into further classes of members, and after the division the rights of all of those members are not the same: (a) the division is taken to vary the rights of every member who was in the class existing before the division; and (b) members who have the same rights after the division form a separate class.
246C(4)
If the rights of some of the members in a class of members in a company without a share capital are varied: (a) the variation is taken to vary the rights of every other member who was in the class existing before the variation; and (b) members who have the same rights after the variation form a separate class.
Company with 1 class of shares issuing new class of shares
246C(5)
If a company with 1 class of shares issues new shares, the issue is taken to vary the rights attached to shares already issued if: (a) the rights attaching to the new shares are not the same as the rights attached to shares already issued; and (b) those rights are not provided for in:
(i) the company ' s constitution (if any); or
(ii) a notice, document or resolution that is lodged with ASIC.
[ CCH Note: S 246C(5) will be amended by No 69 of 2020, s 3, Sch 1[553], by substituting " the Registrar " for " ASIC " in para (b)(ii) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
246C(6)
If a company issues new preference shares that rank equally with existing preference shares, the issue is taken to vary the rights attached to the existing preference shares unless the issue is authorised by: (a) the terms of issue of the existing preference shares; or (b) the company ' s constitution (if any) as in force when the existing preference shares were issued.
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