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.

  • Under the laws of which jurisdiction is the company organized?
    – phoog
    Commented Sep 3, 2019 at 15:23
  • oh sorry, i'm in Australia
    – Anthony
    Commented Sep 3, 2019 at 15:28
  • How many shares do you have authorized, issued, and in reserve?
    – Ron Beyer
    Commented Sep 3, 2019 at 18:59
  • Who approves the creation of authorized shares?
    – Anthony
    Commented Sep 3, 2019 at 22:38

1 Answer 1


The directors

In accordance with s254d 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.

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).

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