Corporations Act 2001
Note: See section 1465A .
[ CCH Note: The reference to " section 1465A " is a reference to the former Corporations Law.]
If the constitution of a company registered under clause 3 of the transition provisions was modified under an exemption or declaration made under clause 26 of the transition provisions, and that modification varies or cancels, or allows the variation or cancellation of:
(a) rights attached to shares in a class of shares; or
(b) rights of members in a class of members;
the following provisions apply, and to the exclusion of section 246D if it would otherwise apply.
27(2)
If the company is not required to lodge a copy of the modification with ASIC by or under any other provision of this Act, the company must lodge a copy of the modification with ASIC within 14 days of the modification being made.
[ CCH Note: Cl 27(2) will be amended by No 69 of 2020, s 3, Sch 1[1362] and [ 1363], by substituting " the Registrar " for " ASIC " (wherever occurring) and inserting " The lodgement must meet any requirements of the data standards. " at the end, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
27(3)
If:
(a) members in the class do not all agree (whether by resolution or written consent) to the modification of the company ' s constitution; or
(b) the members in the class did not have an opportunity to vote on or consent to the modification;
10% or more of the members in the class may apply to the Court to have the modification set aside.
Note: If a company has only 1 class of shares, all members are members of the class.
27(4)
An application may only be made within 1 month after the modification is lodged.
27(5)
The modification takes effect:
(a) if no application is made to the Court to have it set aside - 1 month after the modification is lodged; or
(b) if an application is made to the Court to have it set aside - when the application is withdrawn or finally determined.
27(6)
The members of the class who want to have the modification set aside may appoint 1 or more of themselves to make the application on their behalf. The appointment must be in writing.
27(7)
The Court may set aside the modification if it is satisfied that it would unfairly prejudice the applicants. However, the Court must confirm the modification if the Court is not satisfied of unfair prejudice.
27(8)
Within 14 days after the Court makes an order, the company must lodge a copy of it with ASIC.
[ CCH Note: The next clause is cl 29.]
Disclaimer and notice of copyright applicable to materials provided by CCH Australia Limited
CCH Australia Limited ("CCH") believes that all information which it has provided in this site is accurate and reliable, but gives no warranty of accuracy or reliability of such information to the reader or any third party. The information provided by CCH is not legal or professional advice. To the extent permitted by law, no responsibility for damages or loss arising in any way out of or in connection with or incidental to any errors or omissions in any information provided is accepted by CCH or by persons involved in the preparation and provision of the information, whether arising from negligence or otherwise, from the use of or results obtained from information supplied by CCH.
The information provided by CCH includes history notes and other value-added features which are subject to CCH copyright. No CCH material may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download one copy for your personal use only, provided you keep intact all copyright and other proprietary notices. In particular, the reproduction of any part of the information for sale or incorporation in any product intended for sale is prohibited without CCH's prior consent.
