How to pass and lodge a special resolution for an Australian company
A special resolution under the Corporations Act 2001 (Cth) requires at least 75% of votes cast by members entitled to vote. Give at least 21 days written notice (section 249H), state the intention in the notice, hold the meeting, pass the resolution, and lodge with ASIC within 14 days where required (Form 205).
The framework
Corporations Act 2001 (Cth) — sections 9 (definition), 136 (constitution), 162 (change of type), 157 (change of name), 249H–249V (notice and meetings), 256B–256D (capital reductions), 254H (buy-backs), 491 (winding up).
The process
Identify the matter requiring special resolution
Matters requiring a 75% majority include modifying the constitution (section 136), changing company name (section 157), changing type (section 162), selective capital reduction (section 256C), and voluntary winding up (section 491).
Prepare the draft resolution
Draft the text of the resolution with precision — ASIC will reject a lodgement that does not match the statutory wording (for example, for a name change the notice must state the exact proposed name).
Directors' decision and notice
Directors resolve to convene the meeting. Prepare a notice under section 249L stating the resolution is special, place, date, time, and any voting exclusions.
Give 21 days' notice
Under section 249H, give members at least 21 days' notice (28 days for listed companies). Short notice requires 95% agreement under section 249H(2).
Distribute explanatory material
Include an explanatory memorandum of the effect of the resolution, directors' recommendations, and any conflicts. Required content for capital reductions and buy-backs is prescribed in sections 256C–256D and 257C.
Hold the meeting and vote
Hold the general meeting or circulate a members' written resolution for proprietary companies under section 249A. Voting may be by show of hands unless a poll is demanded.
Record passage with 75% majority
The special resolution is passed if at least 75% of the votes cast by members entitled to vote and voting (in person or by proxy) are in favour. Prepare minutes signed by the chair within one month under section 251A.
Lodge with ASIC
Lodge the resolution with ASIC within 14 days (section 136(5) for constitution changes; Form 205 for name changes; Form 2205 for capital reductions; Form 484 for changes to officeholders). Fees apply.
Publish where required
Capital reductions and buy-backs require ASIC lodgement of notices before the meeting (section 256C(4) and 257C). Takeovers and winding-up have separate publication and notice requirements.
Implement and retain records
Update the member register, constitution, and ASIC records. Keep meeting minutes, notices, and signed resolutions for 7 years under section 251A(6).
Forms and templates
- ASIC Form 205 — Notification of resolution
- ASIC Form 2205 — Notification of reduction in share capital
Common mistakes
- Giving fewer than 21 days' notice without short-notice consent
- Failing to describe the resolution as special in the notice
- Missing the ASIC 14-day lodgement window
- Overlooking member voting exclusions (for example, under section 256B)
- Not recording the vote count and whether a poll was taken
Get this process right with Quillio
Quillio can draft a compliant section 249L notice, explanatory memorandum, and minute, and prepare the ASIC lodgement checklist. See /practice-areas/commercial-lawyers.
General information only, not legal advice. Capital reductions, buy-backs, and changes of type carry material risk. Engage a corporate lawyer.
Get this right the first time.
Quillio drafts the forms, checks against current requirements, and surfaces the relevant authority — all in one place. The free trial requires no credit card.
Start your free trial