Board Resolution For Change In Shareholding Pattern for Australia

Board Resolution For Change In Shareholding Pattern Template for Australia

A Board Resolution for Change in Shareholding Pattern is a formal document used in Australian corporate governance to record and approve changes in company ownership structure. This document, governed by the Corporations Act 2001 (Cth), serves as official evidence of the board's approval for modifications to shareholding arrangements. It includes detailed information about the current and proposed shareholding structure, considerations made by the board, and compliance with relevant regulatory requirements. The resolution must comply with Australian corporate law requirements and may need to address additional considerations such as FIRB approval for foreign investors or ASX requirements for listed companies.

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What is a Board Resolution For Change In Shareholding Pattern?

A Board Resolution For Change In Shareholding Pattern is a crucial corporate governance document used in Australian companies when there are proposed changes to the ownership structure of the company. This document becomes necessary during various corporate events such as share transfers, new share issuances, share buybacks, or when implementing changes in the company's capital structure. The resolution must comply with the Corporations Act 2001 (Cth) and potentially other regulatory requirements depending on the company's status (such as ASX listing rules or FIRB requirements). It serves as official evidence of the board's deliberation and approval of the shareholding changes, protecting both the company and its stakeholders by ensuring proper corporate governance procedures are followed. The document typically includes detailed information about the current shareholding structure, proposed changes, rationale for the changes, and any conditions or requirements that must be met to implement the changes.

What sections should be included in a Board Resolution For Change In Shareholding Pattern?

1. Title and Date: Formal title of the resolution and date of the board meeting

2. Company Details: Full legal name of the company, ACN, and registered office address

3. Present Directors: List of directors present at the meeting and confirmation of quorum

4. Chair: Appointment/confirmation of the meeting's chairperson

5. Background: Context of the proposed shareholding changes, including current shareholding structure

6. Notification and Meeting Validity: Confirmation that proper notice was given and meeting was validly constituted

7. Declarations of Interest: Directors' declarations of any interests in the proposed changes

8. Proposed Transaction: Detailed description of the proposed changes in shareholding

9. Board Considerations: Key factors considered by the board in making their decision

10. Resolution: Formal resolution(s) approved by the board regarding the shareholding changes

11. Closure: Signature block for chairperson and company secretary

What sections are optional to include in a Board Resolution For Change In Shareholding Pattern?

1. FIRB Approval: Required when the shareholding change involves foreign investors requiring FIRB approval

2. Pre-emptive Rights Waiver: Required when existing shareholders' pre-emptive rights need to be addressed

3. Share Valuation: Include when the resolution involves determining or accepting a specific share valuation

4. Regulatory Compliance: Additional section for ASX compliance if company is listed

5. Delegation of Authority: Optional section authorizing specific officers to execute necessary documents

6. Future Capital Structure: Include when changes significantly impact company's capital structure

What schedules should be included in a Board Resolution For Change In Shareholding Pattern?

1. Schedule 1 - Current Shareholding Pattern: Detailed breakdown of existing shareholding structure

2. Schedule 2 - Proposed Shareholding Pattern: Detailed breakdown of shareholding structure after proposed changes

3. Schedule 3 - Share Transfer Forms: Pro-forma share transfer forms to be approved

4. Appendix A - Supporting Documents: List of relevant supporting documents (e.g., share purchase agreements, FIRB approval)

5. Appendix B - Company Constitution Extract: Relevant excerpts from company constitution regarding share transfers

6. Appendix C - Valuation Report: If applicable, summary or full valuation report referenced in the resolution

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Mining and Resources

Technology

Real Estate

Healthcare

Manufacturing

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Professional Services

Agriculture

Energy

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Relevant Teams

Legal

Corporate Governance

Board Secretariat

Compliance

Finance

Risk Management

Corporate Affairs

Investment Relations

Share Registry

Executive Leadership

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Board Director

Managing Director

Chief Financial Officer

Compliance Officer

Corporate Governance Manager

Share Registry Manager

Legal Administrator

Board Chairman

Corporate Services Manager

Investment Relations Manager

Risk Management Officer

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