Aurora Labs Ltd (ASX:A3D) has disclosed that members adopted a new Constitution by special resolution on 13 November 2026, replacing the company's previous governing document with a 58-page instrument covering securities, meetings, directors, and related corporate governance matters.

Key Points

  • Aurora Labs Ltd's new Constitution was adopted by special resolution of members on 13 November 2026.
  • The Constitution spans 58 pages and covers securities, transfers, calls, liens, forfeiture, and proceedings of members.
  • The document includes provisions required by ASX Listing Rule 15.11.1.
  • The Constitution addresses restricted securities, incentive plans, unmarketable parcels, and variation of class rights.

Adoption of Constitution by Special Resolution

Aurora Labs Ltd (ACN 601 164 505) disclosed the adoption of a new Constitution by special resolution of its members on 13 November 2026. The Constitution, which forms the company's primary governing document, is structured across multiple chapters addressing preliminary matters, definitions, interpretation, exercise of powers, enforceability, and severability. The document also contains provisions specifically required by ASX Listing Rule 15.11.1, as expressly stated within the preliminary section of the Constitution.

Securities and Share Transfer Provisions

The Constitution sets out detailed provisions governing the issue of shares and options, preference shares, variation of classes and class rights, restricted securities, converting shares, reductions of capital, and buy-backs. It also addresses registered holder status as absolute owner, holding statements and certificates, and incentive plans. Separate sections govern the transfer of shares, including electronic transfer systems, forms of transfer, instruments of transfer, refusal to register transfers, and the rule that the transferor remains holder until a transfer is registered. No registration fee for transfers is stipulated under the document.

Calls, Liens, Forfeiture and Unmarketable Parcels

The Constitution contains dedicated chapters on calls on shares, including procedures for making, noticing, and recovering calls, as well as payment in advance of a call. Provisions governing liens, enforcement by sale, and release or waiver of lien are also included. Forfeiture procedures are set out in detail, covering the forfeiture process, notices, effects of forfeiture, sale or reissue and cancellation of forfeited shares, proof of forfeiture, and waiver or cancellation of forfeiture. Additionally, the Constitution addresses the company's powers to sell unmarketable parcels, covering both existing and new unmarketable parcels, the manner of sale, application of proceeds, and voting and dividend rights pending sale.