Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 172

172. (1) Subject to this section, a company may, by special resolution, alter
the memorandum of the company:

   (a)  if the memorandum contains a provision stating the objects of the
        company-by altering or omitting that provision;

   (b)  if the memorandum does not contain a provision stating the objects of
        the company-by inserting in the memorandum a provision stating the
        objects of the company; or

   (c)  in any case-by altering, omitting or inserting any other provision
        with respect to the objects of the company or any provision with
        respect to the powers of the company.

(2) Subject to this section, subsection 180 (3) and section 260, if a
provision of the memorandum of a company could lawfully have been contained in
the articles of the company, the company may, by special resolution, alter the
memorandum:

   (a)  unless the memorandum prohibits the alteration of that provision-by
        altering that provision; or

   (b)  unless the memorandum prohibits the omission of that provision-by
        omitting that provision.

(3) The memorandum of a company may provide that a special resolution
altering, adding to or omitting a provision contained in the memorandum, being
a provision that could lawfully have been contained in the articles of the
company, does not have any effect unless and until a further requirement
specified in the memorandum has been complied with.

(4) Without limiting the generality of subsection (3), the further requirement
referred to in that subsection may be a requirement:

   (a)  that the relevant special resolution be passed by a majority
        consisting of a greater number of members than is required to
        constitute the resolution as a special resolution;

   (b)  that the consent or approval of a particular person be obtained; or

   (c)  that a particular condition be fulfilled.

(5) Nothing in subsection (2) permits the alteration or omission of a
provision of the memorandum of a company that relates to rights to which only
members in a particular class of members are entitled.

(6) Notice of a general meeting specifying the intention to propose, as a
special resolution, a resolution for the alteration of the memorandum of a
company, being an alteration provided for by subsection (1), shall be given:

   (a)  to all members;

   (b)  to all trustees for debenture holders; and

   (c)  if there are no trustees for, or for a particular class of, debenture
        holders-to all debenture holders, or all debenture holders in that
        class, as the case may be, whose names are, at the time of the posting
        of the notice, known to the company.

(7) The Court may, in the case of any person or class of persons, for such
reasons as seem sufficient to the Court, dispense with the notice referred to
in subsection (6).

(8) If an application for the cancellation of an alteration of the memorandum
of a company is made to the Court in accordance with this section by:

   (a)  in the case of an alteration provided for by subsection (1)-the
        holders of not less than 10% in nominal value of the company's
        debentures; or

   (b)  in any case-the holders of not less, in the aggregate, than 10% in
        nominal value of the company's issued share capital or any class of
        that capital or, if the company is not limited by shares, not less
        than 10% of the company's members; the alteration does not have any
        effect except so far as it is confirmed by the Court.

(9) The application shall be made within 21 days after the date on which the
resolution altering the memorandum of the company was passed, and may be made,
on behalf of the persons entitled to make the application, by such one or more
of their number as they appoint in writing for the purpose.

(10) On the application, the Court shall have regard to the rights and
interests of the members of the company or of any class of them as well as to
the rights and interests of the creditors and may do any or all of the
following:

   (a)  adjourn the proceedings so that an arrangement may be made to the
        satisfaction of the Court for the purchase (otherwise than by the
        company or a subsidiary of the company) of the interests of
        dissentient members;

   (b)  give directions and make orders for facilitating or carrying into
        effect any such arrangement;

   (c)  make an order cancelling the alteration or confirming the alteration
        either wholly or in part and on specified terms and conditions.

(11) A reference in this section to a provision of the memorandum of a company
that could lawfully have been contained in the articles of the company is, in
the case of a memorandum of a Division 2 or 3 company, a reference to a
provision of the memorandum of the company that could lawfully have been
contained in the articles of the company if the memorandum and articles of the
company had originally been registered under this Act.