contract-law corporate-law australia shareholders incorporation
Who approves the creation of new shares in a Proprietary Limited Company?
<p>I'm struggling to find a concrete answer for this. Who approves the creation of new shares in a Proprietary Limited Company? Is it the Board of Directors (through board resolution), or Shareholders (through spcecial resolution), or does it requires approval of 100% all Shareholders? I can't find any clause of such in my company constitution.</p>

<h2>The directors</h2>

<p>In accordance with <a href="http://www5.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s254d.html" rel="nofollow noreferrer">s254d</a> of the Corporations Act 2001, they must offer them to existing shareholders in proportion to their shareholding first and may then sell any that are not taken up.</p>

<p>This requirement can be waived by the shareholders by resolution on a case by case basis or permanently by changing the company’s replaceable rules (aka Constitution).</p>
