Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 140

140. (1) A foreign company that is registered under this Division as a company
of a particular class shall, within 90 days after its registration day, make
by special resolution such alterations (if any) of its constitution as:

   (a)  are necessary to express in Australian currency any amounts of money
        specified in the constitution;

   (b)  are necessary to ensure that the constitution complies with the
        requirements of this Act relating to the constitutions of Division 1
        companies in that class; and

   (c)  are necessary or expedient to give effect to, or are incidental to
        giving effect to, this Part.

(2) Where a company is required by virtue of paragraph (1) (a) to alter its
constitution, the alterations shall all be made on the basis of a single rate
fixed by a resolution of the company passed before the resolution making the
alterations, and the resolution fixing the rate, when passed under this
subsection, shall be deemed, for the purposes of section 256, to be a special
resolution.

(3) A company that subsection (1) requires to alter its constitution shall, if
the Commission so directs, apply to the Court, within a period specified by
the Commission, for an order approving the constitution as altered under that
subsection.

(4) On an application under subsection (3), the Court may, if satisfied that
the resolution altering the company's constitution has been duly passed and
that the alterations comply with subsection (1), make an order approving the
constitution as altered under subsection (1), or approving it with specified
modifications.

(5) Subject to subsection (6), section 171 applies in relation to a resolution
under subsection (1), or an order under subsection (4), of this section, as if
a reference in subsection 171 (2), (3), (5) or (9) to the memorandum of a
company were a reference to the altered constitution.

(6) Where, but for this subsection, subsection (5) and section 171 would
require a company to lodge a printed copy of its constitution as altered by a
resolution under subsection (1), or an order under subsection (4), of this
section, the company may instead lodge a copy of the resolution or an office
copy of the order, as the case may be, and, if its memorandum has been altered
by the resolution or order, a printed copy of the memorandum as so altered.

(7) As from the time when alterations under this section of the constitution
of a company having a share capital take effect:

   (a)  the amount of the nominal share capital, and the nominal value of each
        share, shall be taken to be the amount and value respectively
        specified in the altered constitution;

   (b)  a person who, immediately before that time, held shares in the company
        in a particular class holds the same number of shares in that class as
        immediately before that time; and

   (c)  the amount paid up on a share in the company shall be deemed to be an
        amount in Australian currency that bears to the nominal value of the
        share under the altered constitution the same proportion as,
        immediately before that time, the amount paid up on the share bore to
        the share's nominal value, and the amount of the share capital paid up
        shall be calculated accordingly.