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Company Constitution — Adoption or Amendment (Special Resolution + ASIC Form 205)

Form number: 205

A company adopts or amends its constitution by passing a special resolution (75% majority), then lodges ASIC Form 205 (Notification of Resolution) and a copy of the constitution or amendment within 14 days — required for public companies; private companies should retain the document internally and update their records.

Issuing authority

Australian Securities and Investments Commission (ASIC) — Form 205 Notification of Resolution

Official source

asic.gov.au

Cost

Free (no ASIC fee for constitution alteration via Form 205; late fees apply if lodged after 14 days; professional legal fees for drafting typically $500–$3,000+)

Deadline

14 days from the date the special resolution is passed (for public companies and certain proprietary companies converting to public)

How to apply

  1. Engage a lawyer or company secretary to draft the new constitution or amendment — standard constitutions should be tailored to the company's structure, shareholder arrangements, and any specific governance needs (especially for proprietary companies with multiple shareholders).
  2. Give proper notice to all members of the proposed special resolution: at least 21 days' notice for proprietary companies, at least 28 days' notice for public companies, including the full text of the proposed resolution.
  3. Hold the members' meeting (or circulate a written resolution if the company's constitution and the Corporations Act 2001 permit it) and pass the special resolution with at least 75% of votes cast in favour.
  4. Record the outcome in formal minutes of the meeting or a resolution document, signed by the appropriate officeholders.
  5. Public companies and proprietary companies applying to convert to a public company must lodge Form 205 — Notification of Resolution with ASIC within 14 days of the resolution being passed, together with a copy of the new or amended constitution.
  6. Download Form 205 from https://download.asic.gov.au/media/4161702/205.pdf, complete it (company name, ACN, date and type of resolution), and lodge by email to lodgement@asic.gov.au or by post to ASIC PO Box 4000, Gippsland Mail Centre VIC 3841 — or lodge online via the ASIC portal for eligible transactions.
  7. No ASIC fee applies for lodging a constitution alteration via Form 205; however, a late fee applies if Form 205 is lodged more than 14 days after the resolution.
  8. Update the company's own records and provide all members, directors, and relevant third parties with a copy of the new or amended constitution.

Related topics

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