---
title: "Prepare the special resolution to adopt or change a company constitution"
url: "https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-special-resolution-to-adopt-or-change-a-company-constitution"
type: "task"
site: "AI Law Framework"
id: "A1-JU20261022-22"
practice_area: "Commercial & Corporate Advisory (contracts, company law, governance)"
tier: "yellow"
lawyer_review: "required"
last_reviewed: "2026-10-22"
---

# Prepare the special resolution to adopt or change a company constitution

> From the constitution and the change the lawyer states, note whether the company is adopting, modifying or repealing the constitution, and whether the constitution sets a further requirement.…

Canonical page: https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-special-resolution-to-adopt-or-change-a-company-constitution  
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 change the lawyer states, note whether the company is adopting, modifying or repealing the constitution, and whether the constitution sets a further requirement. Do not treat the change as passed. |
| What the lawyer must review | The lawyer settles the special resolution, decides whether any further requirement in the constitution has been met, and whether the 14-day lodgement applies. |
| Written for / versions | 1 jurisdiction versions below |

## Checking plan

**Source-by-source verification**

After registration, a constitution is adopted, modified or repealed by special resolution, unless a further requirement in the constitution also has to be met.

- What the AI does: From the constitution and the change the lawyer states, note whether the company is adopting, modifying or repealing the constitution, and whether the constitution sets a further requirement. Do not treat the change as passed.
- What the lawyer does: The lawyer settles the special resolution, decides whether any further requirement in the constitution has been met, and whether the 14-day lodgement applies.
- 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. After registration, a company adopts a constitution if it passes a special resolution adopting it. The section also names a court order under section 233. That section was not opened.
2. The company may modify or repeal its constitution, or a provision of it, by special resolution. The constitution may say the special resolution has no effect unless a further requirement specified in the constitution has been complied with. Unless the constitution provides otherwise, that further requirement may itself be modified or repealed only if the further requirement is complied with.
3. A public company must lodge a copy of a special resolution adopting, modifying or repealing its constitution within 14 days after it is passed, and within that period a copy of the constitution if one is adopted, or a copy of the modification if the constitution is modified. The same applies to a proprietary company that has applied under Part 2B.7 to change to a public company, while that application has not been determined. Part 2B.7 was not opened.
4. An offence based on the lodgement duty is an offence of strict liability. The note on the section says leave may be needed to modify a constitution adopted because of a court order. That leave provision was not opened.

## 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 136](https://www5.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s136.html) (checked 2026-10-22)

## Jurisdiction versions

| Jurisdiction | Level |
| --- | --- |
| [United States](https://ailawframework.com/practice/commercial-and-corporate-advisory/prepare-the-special-resolution-to-adopt-or-change-a-company-constitution/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.*