Special Resolution Wording To Change A Company Constitution: Examples

If your company is growing, taking on investors, changing how directors make decisions, or just tightening up governance, you may reach a point where your existing company constitution no longer fits.

The good news is you can update it. The key is doing it properly - and that starts with clear, compliant wording for a special resolution to change your company constitution, so the decision is valid and properly recorded.

In this guide, we’ll walk you through what a special resolution is, when you need one, what to include in the resolution wording, and provide practical examples you can adapt for common scenarios (like adopting a new constitution, replacing an old one, or inserting a specific clause).

Keep in mind: this article is written for Australian companies and small business owners. If you’re unsure whether your constitution change needs extra steps (for example, because different share classes are involved, shareholder rights are affected, or there are existing shareholder restrictions), it’s worth getting advice before you circulate anything for signing.

What Is A Special Resolution And When Do You Need One?

A special resolution is a formal company decision that requires a higher approval threshold than an ordinary resolution. Under the Corporations Act 2001 (Cth), it generally requires at least 75% of the votes cast by members entitled to vote on the resolution.

In practice, it’s used for “big” decisions that affect the company’s governance or structure - including changing your company constitution.

Most Australian companies will need to pass a special resolution to:

• adopt a new constitution (if the company previously relied on replaceable rules)
• modify the current constitution (for example, to add, delete or amend clauses)
• repeal and replace an existing constitution entirely

It’s common for small businesses to deal with this when they:

• bring in a co-founder or investor and want clearer decision-making rules
• introduce new share classes or change how shares can be transferred
• update director appointment/removal processes
• add dividend, valuation or dispute resolution clauses
• need governance rules to align with a new Shareholders Agreement

Even if you’re “just making a small tweak”, constitution changes can have significant flow-on effects - especially if your constitution interacts with financing documents, share issue plans, or existing shareholder rights.

Key Elements To Include In The Wording For A Special Resolution To Change Constitution

If your goal is to have valid and clear wording for a special resolution to change your constitution, there are a few building blocks you should always consider including.

While the exact wording can vary depending on the nature of the change, a well-drafted resolution usually covers:

1) The Company’s Details

• company name
• ACN (Australian Company Number)
• date of the resolution

This helps avoid ambiguity, particularly if you later need to produce records during due diligence, a dispute, or a financing round.

2) The Type Of Resolution

State clearly that it is a special resolution. This matters because it signals the higher approval standard and supports the company’s record-keeping.

3) What Exactly Is Being Changed

Be specific. The resolution should make it clear whether you are:

• adopting a new constitution
• modifying the current constitution (and ideally describe the modification)
• repealing and replacing the constitution with a new version

For amendments, you may also want to identify:

• the clause number(s) being amended
• the wording being inserted/removed (or attach a marked-up copy)
• the effective date (if not immediate)

4) Attachment/Identification Of The Constitution Version

If you’re adopting or replacing a constitution, it’s best practice to reference the document clearly, such as:

• “the constitution tabled at the meeting”
• “the constitution attached to this resolution”
• “the constitution initialled by the chair for identification”

This reduces the risk of future confusion about which version is the “current” constitution.

5) Authority For Administrative Steps

It’s often practical to include authority for a director or company secretary to do administrative follow-ups - for example, updating company records, lodging what’s required with ASIC (where applicable), and circulating the updated constitution to shareholders.

This can be especially helpful if you’re also updating other documents (like a Company Constitution as part of a broader governance refresh).

Practical Examples: Wording For Special Resolution To Change Constitution

Below are sample resolutions you can adapt. These examples are written in plain-English legal style commonly used for Australian proprietary companies.

Tip: Make sure your resolution wording aligns with your company’s existing constitution (some constitutions impose extra notice requirements, meeting procedures, or additional approval thresholds for certain types of changes).

Example 1: Special Resolution To Adopt A Constitution (First Constitution)

Special Resolution

Company: [Company Name] ACN [ACN]

Date: [Insert date]

It was resolved as a special resolution that, for the purposes of the Corporations Act 2001 (Cth) and with effect from the date of this resolution, the constitution tabled at the meeting and initialled by the Chair for identification is adopted as the constitution of the Company.

It was further resolved that any director of the Company is authorised to do all things necessary or desirable to give effect to this resolution.

Example 2: Special Resolution To Amend An Existing Constitution (Targeted Changes)

Special Resolution

Company: [Company Name] ACN [ACN]

Date: [Insert date]

It was resolved as a special resolution that the constitution of the Company be modified as follows:

• Clause [X] is deleted in its entirety and replaced with the following: “[insert new clause wording]”.
• A new clause [Y] is inserted immediately after clause [Z] in the following terms: “[insert wording]”.

The modifications take effect from [insert date/event, or “the date of this resolution”].

It was further resolved that any director of the Company is authorised to update the Company’s records and do all things necessary or desirable to give effect to this resolution.

Example 3: Special Resolution To Repeal And Replace The Constitution (Full Replacement)

Special Resolution

Company: [Company Name] ACN [ACN]

Date: [Insert date]

It was resolved as a special resolution that, for the purposes of the Corporations Act 2001 (Cth), the existing constitution of the Company is repealed and replaced in its entirety with the new constitution attached to this resolution and signed by the Chair for identification, with effect from the date of this resolution.

It was further resolved that any director of the Company is authorised to do all things necessary or desirable to give effect to this resolution.

Example 4: Special Resolution To Change Constitution With A Conditional Start Date

This is useful when the change is linked to an external trigger (for example, a capital raise completing, a shareholder entering/exiting, or a new share class being issued).

Special Resolution

Company: [Company Name] ACN [ACN]

Date: [Insert date]

It was resolved as a special resolution that the constitution of the Company be modified in the manner set out in Schedule 1 to this resolution, with the modifications to take effect upon completion of [insert event, e.g. “the issue of shares to [Investor Name] under the Share Subscription Agreement dated [date]”].

It was further resolved that any director of the Company is authorised to do all things necessary or desirable to give effect to this resolution.

Example 5: Special Resolution To Insert A New Share Transfer Restriction Clause

This type of change is common when you want to prevent shareholders from selling shares without first offering them internally (or you want board approval rights).

Special Resolution

Company: [Company Name] ACN [ACN]

Date: [Insert date]

It was resolved as a special resolution that the constitution of the Company be modified by inserting the following clause [X] after clause [Y]:

“A shareholder must not transfer any shares in the Company unless:

• the transfer complies with the pre-emptive rights procedure set out in this constitution; and
• the transfer has been approved in writing by the directors.”

It was further resolved that any director of the Company is authorised to do all things necessary or desirable to give effect to this resolution.

If you’re considering changes like this, you’ll often also want to ensure your shareholding arrangements are consistent across documents, including any transferring shares processes you might rely on later.

How To Pass And Record The Special Resolution (Meetings, Notices And Minutes)

Getting the wording right is only one part of the process. The resolution also needs to be passed correctly and recorded properly.

Exactly how you pass the special resolution depends on your company’s setup and what your constitution says (for example, whether you can use written resolutions, how much notice is required, and any quorum rules). In some cases, the Corporations Act also requires special processes - for example, if the change varies class rights, you may need approval from affected class members as well.

At a high level, small businesses usually use one of these paths:

Option 1: Hold A General Meeting And Vote

This is the traditional approach. You send notice to shareholders, hold a meeting, and vote on the special resolution.

Make sure you:

• give the required notice period (often at least 21 days for a special resolution, unless a valid shorter notice process applies) and check your constitution for longer requirements
• include the proposed resolution wording in the notice (or attach it)
• ensure the voting threshold is met (generally 75% of votes cast)
• prepare minutes and keep them with the company records

Option 2: Use A Circulating Resolution (If Available)

Many proprietary companies pass member resolutions using a circulating (written) resolution signed without holding a meeting.

This can be faster, but it won’t be available in every situation. For example, it generally depends on the company being a proprietary company and on there being no restriction in the company’s constitution or in the way the resolution needs to be passed for that particular change.

Also remember: your constitution change should sit neatly within your broader governance. For example, if you are changing decision-making rules or director powers, you may also need updated internal documents and director processes (including well-drafted internal resolutions).

Keep Proper Records (It’s Not Just “Admin”)

For small businesses, it’s easy to treat minutes and signed resolutions as paperwork that can be “sorted later”. But these records matter because they can be requested during:

• investor due diligence
• bank finance applications
• business sale negotiations
• disputes between founders or shareholders

As a general practice, keep:

• the signed special resolution
• meeting minutes (if a meeting was held)
• the updated constitution (with a clear version/date)
• evidence of circulation/notice (if relevant)

Also note that when a company adopts, modifies, or repeals a constitution, it generally needs to lodge a copy of the special resolution with ASIC within the required timeframe (commonly 14 days). It’s worth diarising this step so the company’s records stay clean for future due diligence.

Common Mistakes When Drafting The Wording (And How To Avoid Them)

Most issues we see with constitution-change resolutions aren’t because business owners did something “bad” - it’s usually because the steps felt informal, and the legal formalities weren’t obvious at the time.

Here are some common pitfalls to avoid when preparing the wording for a special resolution to change constitution:

1) Being Too Vague About The Change

“The constitution is amended” without further detail can create uncertainty. If a dispute arises later, you may struggle to prove what was actually agreed.

Try to reference:

• what version is being adopted, or
• what clause numbers are being changed, or
• attach the amended constitution

2) Not Checking The Existing Constitution For Procedural Requirements

Your constitution may require:

• a longer notice period
• special quorum rules
• additional approval thresholds for certain changes (including where shareholder class rights are affected)

If you don’t follow those rules, the change could be challenged.

3) Forgetting About Flow-On Documents

If you change your constitution, you may also need to review and update other documents so everything aligns, such as:

• your Shareholders Agreement (if you have one)
• share issue / share transfer documentation
• investment or financing documents that reference constitutional rights (for example, pre-emptive rights or director appointment rights)

4) Not Thinking About Future Scenarios

A constitution isn’t just for “today you”. It’s also for:

• future shareholders
• future directors
• future growth (including new business lines, new locations, or a sale)

For example, if you plan to raise capital, you may want constitution clauses dealing with:

• pre-emptive rights
• drag-along/tag-along rights
• director appointment rights
• share valuation mechanics

This is where tailored drafting can save you time and negotiation later.

Key Takeaways

• Good wording for a special resolution to change your company constitution should clearly identify your company, confirm it’s a special resolution, and specify exactly what constitution change is being made.
• You can adopt a constitution, amend it, or repeal and replace it entirely - but the resolution should be drafted to match the specific approach you’re taking.
• Attach or clearly identify the constitution version being adopted or amended to avoid future uncertainty.
• Passing the resolution correctly (notice, voting threshold, and records) matters just as much as the wording itself.
• Constitution updates often connect to other documents and arrangements, such as a Shareholders Agreement and share transfers.
• If you’re making governance changes for growth (investors, restructuring, exits), getting the drafting right early can reduce disputes and delays later.

If you’d like help preparing the wording for a special resolution to change your company constitution, reach out to Sprintlaw at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.