Even minor wording changes can trigger section 33
Section 33 does not distinguish major from minor object changes. Correcting errors or replacing old English with modern English alters the wording and should be treated as an objects alteration. Written notice and members’ court-challenge safeguards therefore cannot be bypassed simply by calling the change editorial.
Pure renumbering and the reference example
Renumbering without changing the original language may fall outside section 33, with the special resolution filed under section 26 within 14 days. If clause 1 refers to clause 2, renumbering them consistently to 2 and 3 retains substance. Changing a renumbered clause’s reference to a substantively different clause, such as clause 4, is an objects alteration. The examples are not exhaustive.
Keep the objects resolution separate
An objects-altering special resolution must change only objects provisions, without other constitutional changes in the same resolution. Otherwise section 26’s 14-day deadline conflicts with section 33’s minimum waiting period. The interpretation requires separate handling rather than a mixed resolution filed twice.
Notice, challenges and when alteration takes effect
Section 33(2)–(3) safeguards include written notice to members and others specified, stating the intention to propose the resolution at a company meeting. Qualifying persons may seek court cancellation within 21 days after passing; the court may cancel or confirm. The objects alteration takes effect upon compliance with the lodgement requirement under section 33(10).
Without a court application
Do not lodge before 21 days have expired after passing. Lodge the resolution within 14 days after that 21-day period expires. The minimum wait and subsequent deadline are both necessary; the source is not a single instruction to lodge within 14 days of passing.
Where a court application is made
Do not lodge before determination of the application if that occurs later. Lodge the resolution together with the court order within 14 days after determination. The section 33 timetable displaces section 26 for the objects-only resolution, preserving the challenge opportunity and avoiding duplicate lodgement.
General constitutional filings and version
The section 26 explanation requires a copy of the resolution, document or order and, unless dispensed with, the adopted or altered constitution within 14 days for relevant non-objects changes. Registrar’s Interpretation 1 of 2019 was issued on 15 May 2019. Determining whether another kind of change alters objects remains fact-specific.
Official source
This article independently explains the substantive contents of the official PDF, including the relevant conditions, procedures and annexes. The linked document remains the authoritative source for its original wording, and later changes should be checked separately.
Read the official PDF ↗