A useful ownership discussion separates the current legal records from the arrangement the owners want. Identify where expectations are agreed and where a decision is still needed.
Map the current position
Gather the constitution, shareholder or unitholder agreement, ownership records and relevant resolutions. Identify where the documents and the working arrangement differ.
Describe the proposed change
Explain who is joining, leaving or changing their role. Separate the commercial agreement already reached from the decisions still open.
Discuss the difficult decisions
Identify decision rights, funding expectations, transfers, departures, deadlock and changes in contribution as points for discussion. The appropriate terms depend on the business and the parties.
Bring in the other advisers
Identify the accountant, tax adviser or valuer and any advice already obtained. Legal structure and documentation need to be coordinated with those inputs.
Plan implementation
Ask what approvals, signing steps, registers and follow-up actions the agreed arrangement will require. Allocate responsibility within the engagement rather than treating signature as the only milestone.
A useful starting brief
- The entities, owners and current ownership records.
- Existing agreements, constitutions and relevant resolutions.
- Proposed roles, funding, decision rights and exit expectations.
- The open issues and any accounting, tax or valuation advice.
Read the governance documents together
ASIC explains that a constitution can replace some or all of the replaceable rules in the Corporations Act 2001 (Cth), with particular treatment for a proprietary company whose sole director is also its sole shareholder. For the initial brief, bring the constitution and ownership records as well as any shareholder agreement. Do not assume the shareholder agreement is the complete governance framework.
Sources checked 6 October 2026. Regulator and government guidance provides context; it is not advice on your matter.
This guide is a practical preparation aid. The applicable law, documents and facts need to be assessed for your circumstances. It does not determine the scope of an engagement.