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Company Constitution
Upgrade Order Form
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Company Details
If YES, please provide a copy of that document with this completed form. If other than Ordinary shares are on issue and the company does not presently have a constitution (or M & As), then please provide full details of the rights attached to the shares.
Please see information regarding Share Classes and Rights on page 2 of this form.
Company Members
IMPORTANT: Full, verifiable names are required.
(include ACN if Company)
(include ACN if Company)
(include ACN if Company)
(include ACN if Company)
The Special Resolution necessary to adopt the new Acis Constitution will be passed by a circular resolution of the members pursuant to the Corporations Act 2001 (whereby the voting members of the company will sign a document containing a statement that they are in favour of the necessary resolution).
Additional Information
Share Classes and Rights
The Acis Constitution provides for multiple share classes. The private and public (limited by shares) companies’ share classes have the (summarised) rights set out below. While the full rights attached to all share classes are set out in the Constitution, the directors remain able to vary the share rights or add to them on the issue of any class of shares.
Class Full Title Summary of Rights Company Type
ORD Ordinary Shares vote, dividend, equity Pty Ltd / Public Ltd by shares
A A Class Shares vote, dividends, equity Pty Ltd / Public Ltd by shares
B B Class Shares vote, dividends, equity Pty Ltd only
C C Class Shares no vote, dividends, equity Pty Ltd only
D D Class Shares no vote, dividends, equity Pty Ltd only
E E Class Shares no vote, dividends, equity Pty Ltd only
F F Class Redemable Peference Shares voting, dividends, no equity, redeemable Pty Ltd / Public Ltd by shares
G G Class Redemable Peference Shares no vote, pref dividends at prescribed rate, no equity, redeemable Pty Ltd / Public Ltd by shares
H H Class Shares vote, no dividends, equity Pty Ltd only
I I Class Shares no vote, dividends, no equity, redeemable Pty Ltd only
J J Class Shares no vote, dividends, no equity, redeemable Pty Ltd only
K K Class Shares no vote, dividends, no equity, redeemable Pty Ltd only
L L Class Shares vote, no dividends, no equity Pty Ltd only
M M Class Shares no vote, no dividends, equity Pty Ltd only
I, J & K Class Shares - Dividend Access Shares
I Class, J Class & K Class shares have no Rights until the Directors declare that they have Rights. The Directors can only declare that they have dividend Rights. These shares are redeemable. Legal and taxation advice should be obtained prior to any dealing with dividend access shares.
Special Purpose Company?
Superannuation Trustee — A company that acts solely as the trustee of a regulated superannuation fund within the meaning of s19 of the Superannuation Industry (Supervision) ACT 1993 and whose constitution prohibits the distribution of its income or property among its members.
Home Unit — A proprietary company that is the proprietor of land on which a building is erected and divided into separate residential areas and areas for common usage; whose members are entitled to exclusive occupation of one or more of those areas and use of the common areas; and which operates solely to facilitate the rights of those members in relation to their exclusive occupation of those residential areas and maintenance of the common areas.
Charitable purpose only — A company whose constitution requires it to pursue charitable purposes only and to apply its income in promoting those purposes; and prohibits the company making distributions to its members and paying fees to its directors; and requires its directors to approve all other payments the company makes to them.
Note on Need for Shareholders' Agreement
A Shareholders’ Agreement, while considered necessary in arm’s-length relationships, may be just as beneficial in related party shareholding situations.
Without a shareholders’ agreement there may be no way of resolving these issues without going to Court. Often, the process of preparing a governance agreement will present opportunities such as:
(a) determining what should happen when expectations are not met. Most people don’t consider that there might even be a down side let alone what happens when it transpires;
(b) committing to paper what the parties real intentions are rather than relying on the subjective recollections of the stakeholders;
(c) highlighting different intentions rather than assuming everyone else knows exactly what you mean when you say something; and
(d) eliminating ambiguity and raising real possibilities which have not been considered.
If you have any questions regarding the need for such an agreement (or the types of provisions included in them), please contact us when lodging your order.