Shareholders' Resolution to Amend Constitution (Circulating Resolution)

This Shareholders' Resolution to Amend Constitution serves to enable shareholders of a company to pass a special resolution to amend the constitution without holding a meeting.

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Last updated November 11, 2024

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Suitable for Australia

Shareholders' Resolution to Amend Constitution (Circulating Resolution)

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What is a shareholders' resolution to amend constitution (circulating resolution)?

It is a written resolution that allows all shareholders to agree to amend a company’s constitution without holding a formal meeting, provided every shareholder signs the document.
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When should you use a shareholders' resolution to amend constitution (circulating resolution)?

Use this document when all shareholders are likely to unanimously agree on the amendment and a meeting is unnecessary or impractical.
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What should be in a shareholders' resolution to amend constitution (circulating resolution)?

It should clearly state the proposed amendment, reference the relevant provisions, and include spaces for all shareholders to sign their agreement.
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Frequently asked questions

What is a shareholders' resolution to amend constitution (circulating resolution)?

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When should you use a shareholders' resolution to amend constitution (circulating resolution)?

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What should be in a shareholders' resolution to amend constitution (circulating resolution)?

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What are the key requirements for this resolution to be valid?

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What are the main limitations of using a circulating resolution?

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How does this process protect shareholders’ interests?

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What should you do before using this document?

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View Sample Shareholders' Resolution to Amend Constitution (Circulating Resolution)

Shareholders' Resolution to Amend Constitution (Circulating Resolution)

Articles about Shareholders' Resolution to Amend Constitution (Circulating Resolution)

How to Modify a Company's Constitution
By Dominic Woolrych|Nov 25, 2015

How to Modify a Company's Constitution

Learn how to modify a company's constitution and save your company from unwanted legal headaches.

Company Constitution vs Shareholders Agreement
By Shrishti Shah|Dec 1, 2025

Company Constitution vs Shareholders Agreement

A company constitution and shareholders agreement are both crucial documents when starting your company. Find out how they're different in this article.

5 Key Things to Include in Your Company Constitution
By Eamon Fraser-Crooks|Nov 21, 2025

5 Key Things to Include in Your Company Constitution

A company constitution governs how a company is managed. Read this article to learn what things you should consider when writing your company's constitution

Ordinary vs Special Resolution: Key Differences
By Vincent Appleton|Nov 28, 2025

Ordinary vs Special Resolution: Key Differences

Are you looking to pass a company resolution? Do you know the difference between an ordinary and special resolution? Read on to find out more.

How to Remove a Shareholder from a Company
By Jackie Olling|May 28, 2025

How to Remove a Shareholder from a Company

Time to change shareholders? Read this guide to the process you should follow if you're going to remove a shareholder from your company.

Replaceable Rules in the Corporations Act Explained
By Naga Vamaraju|Nov 21, 2025

Replaceable Rules in the Corporations Act Explained

There are certain rules in the Corporations Act you can replace through a constitution. Here is an explanation of what these replaceable rules are.

How Many Shareholders Can A Public Company Have?
By Ashlee Johnson|Nov 15, 2018

How Many Shareholders Can A Public Company Have?

Your public company is growing and adding shareholders left, right and centre. Is there a cap on how many you can have?

Why legal matters when starting a Business?
By Dominic Woolrych|Oct 15, 2013

Why legal matters when starting a Business?

When, why and how should you use the law when engaging in business practices. Read this article for a useful insight into the law and business.

AGM vs EGM: What's Different?
By Laura Worrad|Feb 24, 2020

AGM vs EGM: What's Different?

An annual general meeting and an extraordinary general meeting are commonly held by companies. So what is the difference? Read our guide to find out.

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