This country factsheet provides an overview of the key legal and technical processes related to filing a shareholder proposal in Australia. Seven additional country factsheets are available, covering Canada, France, Germany, Japan, South Africa, the UK and the US.

For more information on how to use shareholder proposals to effect positive change at investee companies, read our guide to filing impactful shareholder proposals.

The information on regulatory requirements in this guidance is correct as of 2022.

Overview of key legal and technical processes in Australia

Key legislation  

Right to file  

Can a shareholder propose an issue to be included and voted upon at a general meeting? 

In principle shareholders are permitted, under section 249N of the Corporations Act 2001, to “give notice of a resolution they propose to move at a general meeting” if the ownership threshold is met.  

However, the courts define a shareholder resolution as a binding ‘decision’ of the company and as a result, Australian law does not permit shareholders to propose either a non-binding advisory resolution or to allow a shareholder vote to express an opinion, except in relation to the remuneration report.[1] This legal position makes it difficult for shareholders to hold public companies to account on some important issues or seek further transparency from the company (e.g., in relation to how a company is managing ESG risks).[2]

However, there is an accepted work-around in place (see below). 

Resolution ‘ask’ 

What power do shareholders have to request a company to take a certain action? 

A shareholder resolution is defined as a decision of the company. So, a resolution must be a decision that the law will allow shareholders to make, considering the Corporations Act 2001, the Australia Securities Exchange (ASX) Listing Rules and a company’s constitution. 

Shareholders cannot ‘usurp the powers’ of directors or propose non-binding advisory resolutions and so must propose a constitutional amendment to raise an issue. 

Current accepted practice is a double-barrel approach, which means that proponents file a special binding resolution seeking to amend the articles and, at the same time, an advisory ordinary resolution on the ESG issue (a ‘conditional resolution’). 

The former typically receives low support (5-10%), but this process allows an issue to be raised to the board via an advisory vote. 

Example: ACCR Shareholder Resolutions to Rio Tinto on climate-related lobbying

Threshold requirements 

What level of shareholding is required to file? 

5% of the votes in the company or at least 100 shareholders entitled to vote at a general meeting.[3]

Ownership period 

Are there any rules around how long shares must have been held for? 

There is no minimum holding period, or non-minimum qualifying period. However, the percentage of votes that members have is worked out as of the midnight before the members give a company notice (of a resolution that they propose to move at a general meeting). This means that the percentage of votes that members hold must meet the threshold requirements on this date (only) for the resolution to be considered.[4]  

Demonstrating ownership 

What paperwork must proponents provide to demonstrate their holding? 

Shares held in direct ownership are demonstrated through the ASX Share Registry or, in the case of advocacy organisations that aggregate 100 shareholders, an agency agreement.[5]

Filing packet 

What formal documents are required to submit a proposal and in what form should they be sent? 

The proposal documents should be presented to the company at the registered address in written form (English language) and be signed by the members proposing to move the resolution. Electronic format is not accepted. 

The submission must contain the draft resolution, any supporting statement (1,000-word limit) and proof of ownership. 

Key filing dates 

When must the resolution be received by? 

The request must be received by the company at least two months before the date of the AGM.[6]

Company response 

How is the company bound to act on receipt of a proposal? 

The company must announce receipt of a shareholder resolution via a securities announcement. 

If a company agrees to place a resolution on the ballot, the directors may include explanatory statements and recommendations prior to providing the notice to all members. 

Right to reject or appeal 

Can companies reject the proposal and is there a formal appeals process?  

There is no regulatory appeal process. 

Companies can reject a proposal if it: 

  • exceeds a 1,000-word limit; 
  • is defamatory; or 
  • is not received in time to be sent out with the notice of meeting.

The Australian courts can challenge and reject any proposed resolutions that are not lawful (but this is rare).  


Can a proponent re-file at a future AGM if a resolution fails to gather enough support to pass? 

Yes. There are no restrictions with regards to filing another proposal in subsequent years if a resolution fails to pass or meet a certain voting threshold. 


Can a shareholder withdraw a resolution after it is filed?  

Yes. Withdrawal is quite common with companies and proponents agreeing a route of action. 


Is the filer of a shareholder resolution proposal required to attend the AGM? 

Filing proponents are not required to attend the AGM. However, it is a useful tactic to attend and request permission to provide a short representation of the resolution as this allows proponents to speak directly to the board. 

Voting thresholds 

What is the voting threshold required for the resolution to pass? 

An ordinary resolution must be passed by a majority (normally, more than 50%) of the votes cast by members entitled to vote on the resolution and who vote at the meeting in person or by proxy. 

A special resolution must be passed by at least 75% of the votes cast by members entitled to vote on the resolution and who vote at the meeting in person or by proxy.  

Useful resources