A Board Resolution For Subdivision of Shares is a crucial corporate document used when a company wishes to increase the number of shares by dividing existing shares into multiple shares without changing the company's share capital. Under Australian law, particularly the Corporations Act 2001 (Cth), this resolution must be properly documented to demonstrate corporate governance compliance. The document is typically used when companies want to improve share trading liquidity, make shares more affordable to retail investors, or as part of a broader capital management strategy. It must include specific details about the subdivision ratio, timing, and implementation process, while ensuring compliance with ASIC requirements and, where applicable, ASX listing rules. The resolution serves as the formal authorization for the share subdivision and provides protection for directors in demonstrating they have properly exercised their duties.
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1. Meeting Details: Date, time, location of the board meeting, directors present, chair of the meeting, and confirmation of quorum
2. Background: Context and reasons for the proposed share subdivision, including any relevant market conditions or corporate strategy considerations
3. Definitions: Key terms used in the resolution including specific details about existing shares and proposed subdivision ratio
4. Confirmation of Authority: Statement confirming the board's authority to approve share subdivision under the company constitution and relevant laws
5. Share Subdivision Resolution: Formal resolution detailing the specifics of the share subdivision, including the subdivision ratio and treatment of all share classes
6. Implementation Authority: Authorization for officers to take necessary actions to implement the subdivision
7. ASIC Notification: Resolution to notify ASIC of the change in share structure within required timeframe
8. Share Certificate Instructions: Directions regarding the cancellation of existing share certificates and issuance of new ones
9. Closure: Signature block for chair and/or company secretary to certify the resolution
1. ASX Notification: Required only for listed companies - details of ASX notification requirements and timetable
2. Share Rights Preservation: Required if there are special rights attached to shares - confirmation that relative rights will be preserved post-subdivision
3. Related Corporate Actions: Include if the subdivision is part of a larger corporate restructure or capital management initiative
4. Tax Considerations: Include if there are specific tax implications that the board has considered in making its decision
5. Shareholder Communication: Include if specific shareholder communications are required or planned
1. Schedule 1 - Share Structure Details: Current and proposed share structure, including number of shares and subdivision ratios
2. Schedule 2 - Timetable: Implementation timetable including key dates for subdivision process
3. Appendix A - Constitutional Extract: Relevant excerpts from the company constitution regarding share capital modification
4. Appendix B - Supporting Calculations: Detailed calculations showing the effect of the subdivision on share numbers and values
5. Appendix C - Form 2205: Draft ASIC Form 2205 for notification of share capital modification
Relevant legal definitions
Clauses
Meeting Validity
Board Authority
Share Capital
Subdivision Details
Implementation Authority
Regulatory Compliance
Document Execution
Share Certificate Instructions
Register Updates
Regulatory Notifications
Trading Requirements
Administrative Powers
Officer Authorization
Record Keeping
Communication Requirements
Board Authority
Share Capital
Subdivision Details
Implementation Authority
Regulatory Compliance
Document Execution
Share Certificate Instructions
Register Updates
Regulatory Notifications
Trading Requirements
Administrative Powers
Officer Authorization
Record Keeping
Communication Requirements
Relevant Industries
Financial Services
Technology
Mining and Resources
Healthcare
Retail
Manufacturing
Professional Services
Real Estate
Telecommunications
Energy
Consumer Goods
Relevant Teams
Board
Legal
Corporate Secretariat
Finance
Investor Relations
Compliance
Corporate Communications
Share Registry
Relevant Roles
Board Director
Company Secretary
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Compliance Officer
Share Registry Manager
Investor Relations Manager
Corporate Communications Manager
Finance Manager
Company Director
Board Chairman
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