Document ID: chunk:federal_register_of_legislation:C2025C00185:section:648g:p1
Version: federal_register_of_legislation:C2025C00185
Segment Type: section
Provision Reference: s 648G (pt 1/2)
Character Range: 2552872–2555720

648G  Including proportional takeover provisions in constitution
 (1) A company's proportional takeover approval provisions, unless sooner omitted from the constitution of the company, cease to apply at the end of:
 (a) unless paragraph (b) or (c) applies—3 years;
 (b) if the constitution provides that the provisions apply for a specified period of less than 3 years and the provisions have not been renewed—the specified period; or
 (c) if the provisions have been renewed on at least one occasion and the resolution, or the most recent resolution, renewing the provisions states that the provisions are renewed for a specified period of less than 3 years—the specified period.
 (2) The period referred to in subsection (1) starts:
 (a) if the provisions were contained in the company's constitution when it was incorporated or formed and have not been renewed—at that time; or
 (b) if the provisions were inserted in the company's constitution and have not been renewed—when the provisions were inserted; or
 (c) if the provisions have been renewed on at least one occasion—when the provisions were renewed, or last renewed.
 (3) When the provisions cease to apply, the company's constitution is, by force of this subsection, altered by omitting the provisions.
 (4) A company may renew its proportional takeover approval provisions. The provisions are to be renewed in the same manner as that in which the company could alter its constitution to insert proportional takeover approval provisions.
 (5) With every notice that:
 (a) specifies the intention to propose:
 (i) a resolution to alter a company's constitution by inserting proportional takeover approval provisions; or
 (ii) a resolution to renew a company's proportional takeover approval provisions; and
 (b) is sent to a person who is entitled to vote on the proposed resolution;
the company must send a statement that:
 (c) explains the effect of the proposed provisions, or of the provisions proposed to be renewed; and
 (d) explains the reasons for proposing the resolution and sets out the factual matters and principles underlying those reasons; and
 (e) states whether, as at the day on which the statement is prepared, any of the directors of the company is aware of a proposal by a person to acquire, or to increase the extent of, a substantial interest in the company and, if so, explains the extent (if any) to which the proposal has influenced the decision to propose the resolution; and
 (f) for a proposed resolution to renew proportional takeover approval provisions—reviews both the advantages, and disadvantages, of the provisions proposed to be renewed for:
 (i) the directors; and
 (ii) the company's members;
  during the period during which the provisions have been in effect; and
 (g) discusses both the potential advantages, and the potential disadvantages, of