Alex is Sprintlaw’s co-founder and principal lawyer. Alex previously worked at a top-tier firm as a lawyer specialising in technology and media contracts, and founded a digital agency which he sold in 2015.
Contents
Need to pass a big decision in your company and keep it compliant? That’s where a special resolution comes in.
Whether you’re changing your company name, adopting a new constitution, approving a selective share buy-back, or winding up the company, you’ll usually need a special resolution that’s worded clearly, passed correctly and recorded properly.
In this guide, we’ll explain what a special resolution is in Australia, when you need one, and how to draft a simple, reliable special resolution template you can reuse. We’ll also cover the process to pass it, how to record it in your minute book, and what to file with ASIC.
What Is A Special Resolution In Australia?
A special resolution is a decision of the company’s shareholders (members) that requires a higher approval threshold than an ordinary resolution. In most cases, at least 75% of the votes cast must be in favour for the resolution to pass.
Special resolutions are reserved for significant changes to your company’s structure or rights. They’re different from directors’ resolutions, which deal with day-to-day management decisions by the board.
Key points to remember:
- Special resolutions are passed by members, not just directors.
- They commonly require at least 21 days’ notice to members (unless shorter notice is allowed and agreed to), with the notice including the exact text of the proposed resolution and explanatory notes.
- The Corporations Act 2001 (Cth) and your company’s constitution work together to set the thresholds and process.
If your company has bespoke rules, check your Company Constitution to confirm any specific notice periods or voting requirements.
When Do Small Companies Need A Special Resolution?
You’ll typically need a special resolution for major member-level decisions, including:
- Adopting, repealing or replacing the company’s constitution.
- Changing the company name.
- Altering share capital (e.g. creating new classes of shares or varying class rights).
- Approving a selective reduction of capital.
- Approving a selective share buy-back.
- Converting from a proprietary to a public company (and vice versa, where permitted).
- Voluntary winding up of the company.
Your constitution may add to this list or refine the process. If you don’t have a tailored constitution and rely on replaceable rules, consider whether now is the right time to Adopt a Constitution so your governance documents actually fit how your business operates.
How To Draft A Special Resolution Template (Step-By-Step)
You can build a simple, reusable special resolution template that covers the essentials. Here’s a structure you can adapt to different scenarios.
1) Heading And Company Details
Start with a clear title and core details so anyone reading it knows what it is.
- Document title: “Members’ Special Resolution”
- Company name and ACN
- Meeting type and date (e.g. Annual General Meeting, Extraordinary General Meeting, or resolution without meeting)
Example: “Members’ Special Resolution of ABC Pty Ltd (ACN 123 456 789) passed at an Extraordinary General Meeting held on 15 July 2025.”
2) Background (Optional But Helpful)
Include a brief explanatory note so the rationale is on record. This is useful for future reference and can reduce confusion if your company is audited or you’re doing due diligence with investors.
Example: “The company proposes to adopt a new constitution to reflect current governance practices, share classes and electronic execution.”
3) The Wording Of The Resolution
Set out the resolution in clear, plain language and include any attached schedules (e.g. the full text of a new constitution or the terms of a capital reduction).
Use “That” statements which leave no ambiguity. For example:
- “That, for the purposes of the Corporations Act 2001 (Cth), the company adopt the constitution tabled at the meeting and signed by the Chair for identification, in substitution for the existing constitution.”
- “That the company name be changed to XYZ Holdings Pty Ltd.”
- “That the company approve a selective buy-back of 100,000 ordinary shares held by on the terms set out in the Buy-Back Agreement tabled at the meeting.”
Attach any referenced documents so the exact terms form part of the resolution record. If the change involves share capital, it’s common to attach a marked-up share capital table too.
4) Voting Threshold And Result
Record that the resolution is a special resolution and the result.
Example: “This resolution was proposed as a special resolution and passed with 92% of votes cast in favour.”
5) Meeting And Notice Details
Include how the resolution was considered (at a meeting or by circulating resolution), who was present (quorum), and that proper notice was given with the text of the resolution.
If notice periods were shortened with consent, state that consent was obtained (as allowed by the Corporations Act and your constitution). If you’re calculating notice, remember to consider what counts as a business day for timing.
6) Chair’s Signature And Minute-Keeping
Minutes need to be entered into the company’s minute book within a reasonable time. Have the Chair or company secretary sign and date them.
If you attach a document (like a constitution), it’s good practice for the Chair to sign the first page and note “signed for identification.” For execution of company documents beyond the minutes themselves, check that signatures meet the Section 127 requirements if you want the statutory assumptions to apply.
7) ASIC Lodgements And Post-Resolution Actions
Many special resolutions trigger filings (and deadlines) with ASIC. Record what needs to be lodged, by when, and who is responsible.
Examples:
- Change of name: application to ASIC with the special resolution attached.
- Adopting/replacing a constitution: lodge a copy with ASIC if required for the change (the company must keep it internally regardless).
- Share structure changes: update ASIC using the correct form or online transaction. See the overview of ASIC Form 484 changes for typical scenarios.
Build a checklist into your template so nothing is missed.
How Do You Pass A Special Resolution? (Meetings Vs Circular Resolutions)
There are two common ways to pass a special resolution: at a properly convened meeting of members, or by written/circulating resolution (if your company’s structure and constitution allow it).
Option A: Meeting Of Members (AGM Or EGM)
Most small proprietary companies don’t hold AGMs, so special resolutions are often passed at an EGM or a members’ meeting called for a specific purpose.
Process highlights:
- Issue notice to all members within the required timeframe with the exact text of the special resolution and explanatory notes.
- Ensure quorum and voting rights are clear (check your constitution and share register).
- Record proxies or corporate representative appointments where relevant.
- Hold the vote and record the result (including votes for/against and any abstentions if relevant).
- Enter minutes and the resolution into your minute book and have the Chair sign.
Virtual or hybrid meetings are generally acceptable if your constitution permits and the technology allows members to participate effectively.
Option B: Circulating (Written) Resolution Of Members
Small proprietary companies often prefer written resolutions of members because they’re quick and efficient. To use this method, all members entitled to vote must sign the identical resolution document (unless your constitution provides a different mechanism).
Keep the circulation window realistic and track signatures. Electronic signatures and counterparts are typically acceptable, but ensure the document captures clear consent and is compiled into a single record after signing.
How Is This Different From A Directors’ Resolution?
Directors cannot pass a special resolution of members. If the decision is a board-level matter, use a directors’ resolution (ordinary or, for certain matters, a board special resolution if required by your constitution). For routine board approvals, a simple Directors Resolution Template is often sufficient.
Also remember that while directors can authorise agents of the company under section 126, there are benefits to executing certain company documents in line with Section 127 to access statutory assumptions about due execution.
Recording, Filing And Notifying ASIC
Passing the resolution is only half the job. You also need to store records properly and make any required filings.
Minute Books And Registers
Store signed minutes and any attachments (like the adopted constitution or buy-back terms) in your company’s minute book and update relevant registers. Keep consistent file names and version control-future you (or your investors) will thank you.
ASIC Filings And Deadlines
Depending on the action, you may have to notify ASIC via online lodgement or a specific form. Typical examples include:
- Change of name: ASIC application plus the special resolution.
- Share structure changes or buy-backs: update company details-see the ASIC Form 484 overview for timing and categories.
- Adopting a new constitution: retain and produce on request, and lodge where required for the underlying change.
Note any statutory deadlines and diarise them. If your constitution sets additional internal deadlines or consent requirements, follow those too.
Execution And Evidence
Your minutes should be signed by the Chair or secretary. If you’re executing related agreements or filings on behalf of the company, consider executing under Section 127 so counterparties and ASIC can rely on the statutory assumptions. This also reduces back-and-forth over authority to sign.
Common Special Resolution Examples (With Wording Tips)
Here are frequent use-cases for small companies, plus drafting notes you can adapt in your template.
Adopting Or Replacing A Constitution
Wording usually states that the company adopts the tabled constitution “in substitution for” the existing one. Attach the full constitution and have the Chair sign the first page for identification. If you’re making this change to modernise your governance or align with your cap table, now can be a good time to Adopt a Constitution that actually fits your company’s needs.
Changing The Company Name
Keep it simple: specify the new name exactly as it will appear and authorise directors or the secretary to lodge the change with ASIC. Ensure the name is available before the meeting.
Creating Or Varying Share Classes
State the class rights clearly (dividends, voting, conversion, redemption) and attach the class terms. If the change affects existing class rights, you may need a separate special resolution of that class.
Selective Share Buy-Back
Reference the buy-back terms and attach the agreement. Depending on the type and size of the buy-back, ASIC notification and timeframes may apply. If you’re planning a targeted buy-back, consider getting support for the documents and process through a Share Buyback package so the paperwork and approvals line up.
Selective Capital Reduction
Describe the reduction amount, method (e.g. cash payment, asset transfer) and which shareholders are affected. Include solvency considerations and ensure the explanatory material is robust for members.
Voluntary Winding Up
Set the effective date and appoint the liquidator in the same resolution. Include any authority for the liquidator to distribute in specie if relevant. Ensure you follow the Corporations Act process and lodgements for winding up.
Special Resolution Template: Sample Structure You Can Reuse
Here’s a simple framework you can adapt to most scenarios. Replace bracketed text and attach supporting documents as schedules.
- Title: “Members’ Special Resolution of (ACN )”
- Intro: “At a meeting of members/, held on , the following resolution was proposed as a special resolution.”
- Explanatory note: 1-3 sentences explaining purpose (optional but recommended).
- Resolution text:
- “That, for the purposes of the Corporations Act 2001 (Cth), on the terms set out in Schedule 1 be approved.”
- “That the directors and secretary be authorised to do all things necessary to give effect to this resolution.”
- Result: “The special resolution was passed with % of votes cast in favour.”
- Meeting notes: quorum, proxies, method (in-person/virtual), notice given and any short notice consent.
- Signature block: Chair/Company Secretary - name, signature, date.
- Schedules:
- Schedule 1 - terms of buy-back/capital reduction/new constitution/name details, etc.
- Schedule 2 - marked-up share capital table (if applicable).
For board-level approvals related to implementing the members’ decision (e.g. authorising execution of documents, appointing signatories), pass a separate board resolution and record it in your directors’ minute book. If you need a lightweight format, a Directors Resolution Template is a handy starting point.
Practical Tips To Keep Your Process Smooth
Special resolutions aren’t complicated once you’ve built a rhythm. These tips help avoid common roadblocks.
- Use consistent formatting: Keep your resolution template consistent-same headings, signature blocks and schedule labels across all major decisions.
- Attach the exact terms: If you’re approving a new constitution or buy-back terms, attach the full text so there’s no ambiguity later.
- Check voting entitlements: Confirm your cap table and any class rights before you issue the notice.
- Mind notice periods: Track dispatch and meeting dates carefully and consider what counts as a business day when calculating deadlines.
- Sign the minutes promptly: Have the Chair sign as soon as practical and file them in your minute book.
- Coordinate ASIC filings: Note who will lodge and by when-particularly where ASIC Form 484 changes apply.
- Align with your constitution: If you’re unsure whether your rules allow written resolutions of members or hybrid meetings, check your Company Constitution.
Do I Need A Lawyer To Draft A Special Resolution Template?
You can draft a basic template yourself, especially for straightforward changes like changing the company name. However, legal input is wise when your decision affects shareholder rights, capital, or your governing documents.
Scenarios where tailored advice is valuable:
- Adopting/replacing your constitution or creating new share classes (get the drafting right before members vote).
- Selective buy-backs or capital reductions (ensure the process and disclosures are compliant).
- Class rights variations (you may need class-specific approvals in addition to the broader member vote).
If you don’t have a tailored constitution-or your rules no longer reflect how the business runs-consider updating them through an Adopt a Constitution process alongside your special resolution, so future decisions are easier and clearer.
Key Takeaways
- A special resolution is a member decision (usually 75% approval) used for major company changes such as adopting a new constitution, changing name, or altering share capital.
- Build a reusable template with a clear heading, precise resolution wording, meeting/notice details, the result, signatures, and schedules attaching the terms.
- Pass special resolutions either at a properly convened meeting (AGM/EGM) with clear notice or by written resolution where allowed; check your constitution for process details.
- Record signed minutes in your company records and complete any ASIC filings on time, including change notifications and relevant ASIC Form 484 updates.
- For complex actions (share class changes, selective buy-backs, capital reductions), seek legal help to ensure the documents, disclosures and approvals line up.
- Keep your governance up to date-your Company Constitution sets the rules that make passing future special resolutions smoother and more reliable.
If you’d like a consultation on drafting or passing a special resolution for your Australian company, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.
