---
title: "Prepare the procedure to vary or cancel rights attached to a class of shares"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-procedure-to-vary-or-cancel-rights-attached-to-a-class-of-sh"
type: "task"
site: "AI Law Framework"
id: "A1-JU20261022-15"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
last_reviewed: "2026-10-22"
---

# Prepare the procedure to vary or cancel rights attached to a class of shares

> From the constitution and the register, state whether the constitution sets a procedure for varying or cancelling the class rights and, if it does not, list the special resolution of the company and either a class…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-procedure-to-vary-or-cancel-rights-attached-to-a-class-of-sh  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Commercial & Corporate Advisory (contracts, company law, governance)](https://ailawframework.com/practice/commercial-and-corporate-advisory.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | From the constitution and the register, state whether the constitution sets a procedure for varying or cancelling the class rights and, if it does not, list the special resolution of the company and either a class resolution or written consent of members with at least 75 per cent of the votes in the class. Do not vary the rights. |
| What the lawyer must review | The lawyer decides which procedure applies, settles the resolutions or the consent, and sends the notice to the class. |
| Written for / versions | 1 jurisdiction versions below |

## Checking plan

**Source-by-source verification**

Follow the constitution's procedure if it has one. Otherwise use the statutory resolutions or the 75 per cent written consent, then notify the class within seven days.

- What the AI does: From the constitution and the register, state whether the constitution sets a procedure for varying or cancelling the class rights and, if it does not, list the special resolution of the company and either a class resolution or written consent of members with at least 75 per cent of the votes in the class. Do not vary the rights.
- What the lawyer does: The lawyer decides which procedure applies, settles the resolutions or the consent, and sends the notice to the class.
- Who reviews: Responsible lawyer with competence in the matter
- Basis: Practical workflow informed by the linked primary sources; the traffic light and working checks are editorial guidance, not a court classification.
- Why: The level reflects what the work is, the consequence of an error, and how much of the output the lawyer must independently re-derive.

## Checks the lawyer makes

1. If the constitution sets out the procedure, the rights may be varied or cancelled only in accordance with that procedure. The procedure itself may be changed only if the procedure is complied with.
2. If the company has no constitution, or the constitution sets no procedure, the rights may be varied or cancelled only by special resolution of the company and either a special resolution passed at a meeting of the class or the written consent of members with at least 75 per cent of the votes in the class.
3. The company must give written notice of the variation or cancellation to the members of the class within 7 days after it is made.
4. An offence based on the notice duty is an offence of strict liability. The lawyer settles the notice.

## Notes

- These are suggested working checks. Confirm the required checking with the responsible lawyer before work starts; the checking approach does not establish permission to use AI.

## Sources

- [Corporations Act 2001 (Cth) s 246B](https://www5.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s246b.html) (checked 2026-10-22)

## Jurisdiction versions

| Jurisdiction | Level |
| --- | --- |
| [United States](https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-procedure-to-vary-or-cancel-rights-attached-to-a-class-of-sh/united-states.md) | Yellow |

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*