Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 88

88. (1) A corporation that is registered under sub-section 86 (2) as a company
of a particular class shall, within 90 days after the date of commencement of
registration of the corporation, by special resolution, make such alterations
(if any) to its constituent documents as-

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

   (b)  are necessary to ensure that the constituent documents comply with the
        requirements of this Act relating to constituent documents of
        companies of that class; and

   (c)  are necessary or expedient to give effect to the provisions of this
        Division, or are incidental to giving effect to those provisions.

(2) Where a corporation is required by paragraph (1) (a) to alter its
constituent documents to express in Australian currency amounts of money
specified in those documents, the alterations shall all be made on the basis
of the same rate, being a rate fixed by resolution of the corporation before
the passing of the special resolution referred to in sub-section (1), and the
resolution fixing that rate, when passed pursuant to this sub-section, shall,
for the purposes of section 251, be deemed to be a special resolution.

(3) Where a corporation is required by sub-section (1) to alter its
constituent documents, the corporation shall, if the Commission so directs,
apply to the Court, within a time specified by the Commission, for an order
approving the constituent documents of the corporation as altered in
accordance with the resolution referred to in that sub-section.

(4) Where, pursuant to sub-section (3), a corporation applies to the Court for
an order approving its constituent documents as altered in accordance with
sub-section (1), the Court may, if it is satisfied that the resolutions
altering the constituent documents have been duly passed and that the
alterations to the constituent documents satisfy the requirements of
sub-section (1), make an order approving the constituent documents of the
corporation as altered in accordance with those resolutions, with such
modifications (if any) to the constituent documents as it thinks fit.

(5) Subject to sub-section (6), section 72 applies in relation to a resolution
passed by a corporation pursuant to sub-section (1) or an order of the Court
made in relation to a corporation under sub-section (4) as if the references
in sub-sections 72 (2), (3), (5) and (9) to the memorandum of a company were
references to the constituent documents of the corporation.

(6) Where a corporation would, but for this sub-section, be required by
sub-section (5) and section 72 to lodge with the Commission a printed copy of
its constituent documents as altered by a special resolution referred to in
sub-section (1) or by an order of the Court made under sub-section (4), the
corporation may instead lodge with the Commission a copy of the special
resolution or an office copy of the order of the Court, as the case may be,
and, if the memorandum of the corporation has been altered by the resolution
or the order, a printed copy of the memorandum as altered.

(7) Where the constituent documents of a corporation registered as a company
having a share capital are altered in accordance with this section, from the
time when the alterations 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 expressed
        in the altered constituent documents;

   (b)  each person who held shares in the corporation immediately before the
        alteration took effect holds the same number of shares as he held
        before the alterations took effect and, in the case of a corporation
        shares in which are divided into 2 or more classes, the same number of
        shares in each class as he held before the alterations took effect;
        and

   (c)  the amount paid up on each share in the corporation shall be deemed to
        be an amount in Australian currency that bears to the nominal value of
        the share under the altered constituent documents the same proportion
        as, immediately before the alterations took effect, the amount paid up
        on the share bore to the nominal value of the share, and the amount of
        the share capital paid up shall be calculated accordingly.

(8) If a corporation fails to comply with the provisions of sub-section (1),
(2) or (3), the corporation and any officer of the corporation who is in
default are each guilty of an offence.