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HomeShopCompany Secretarial ServicesAdoption of a New Constitution (Digital Version)

Adoption of a New Constitution (Digital Version)

Adoption of a New Constitution (Digital Version)

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  • ADOPTION OF A NEW ORDER FORM

    SHELF COMPANY SERVICES AUSTRALIA PTY LTD provides a document preparation and registration service. SHELF COMPANY SERVICES AUSTRALIA PTY LTD does not provide legal or professional advice. Any person wishing to complete this procedure should obtain advice from a legal practitioner or accountant to ensure the change is suitable for its intended use.

  • DD slash MM slash YYYY

  • SECTION A - Each item must be completed

    The default method will replace all clauses of the existing constitution with our current standard constitution and the replaceable rules of the Corporations Act 2001. This may result in changes and additions to, or the omission of, existing provisions. Samples of our standard constitution are available on request.
    If any partly paid or redeemable preference shares have been issued please advise us. The optional method will replace the existing constitution of the above company by the procedure set out below.

  • 1. Share rights

    1. Share classes. The procedure maintains the existing class structure and wording except that:
      • provisions stating the amount of the company’s share capital, and dividing that share capital into shares of a fixed amount and/or number are removed(ii) Prohibits the company making distribution to its members and paying fees to its directors; an
      • references to par or nominal value, capital paid up and return of capital (including premium) are replaced with the actual dollar amount of the par value and the phrase ‘or such other amount as is specified in the terms on which theyare issued;
      • clauses and references for shelf company ‘subscriber shares’ or equivalent are removed.
    2. Dividends. If a ‘discretionary dividends’ clause is included in the existing constitution this procedure includes a clause with our current wording for this purpose. The standard clause relating to dividends on partly paid shares is replaced by our current clause which takes account of the removal of par values. Provisions requiring the declaration of final dividends to be made by the company in general meeting are removed.
    3. Pre-emptive rights on issue of new shares. If such rights are included in the existing constitution this procedure will include a clause with our current
    4. Pre-emptive rights on transfer of shares. If such rights are included in the existing constitution this procedure will include a clause with our current wording for this purpose.

  • 2. Governing director clause

    The procedure will remove any governing director clause in the existing constitution.

  • 3. Other clauses

    The procedure will replace all other clauses of the existing constitution with our current standard constitution and the replaceable rules of the Corporations Act 2001. This may result in changes and additions to, or the omission of, existing provisions. For example our standard constitution pro-vides for no casting vote for a Chair of a directors’ meeting or members’ meeting. Samples of our standard constitution are available on request.
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