A founder closes a $15 million Series B and finds himself, for the first time, holding less than 30% of his own company. The cap table is healthy, the syndicate is supportive, the option pool is funded. But on the way home he asks himself a question he has not had to ask before: who actually controls this company now? He has read about Mark Zuckerberg, Larry Page, and Evan Spiegel holding ten votes per share. He has heard Australian founders talk about “Delaware flips.” He wants to know whether a dual-class structure is something he can put in place — and whether it is still possible after three priced rounds.
The honest answer is that dual-class share structures are legally available to Australian private companies, but the practical window for using them closes faster than founders think, the ASX still does not permit them on listing, and the path most US-style dual-class Australian founders have walked is through a US holding company. The good news is that the underlying objective — meaningful founder voting power — can be achieved in Australia through several other levers that are quietly more important than the share class itself.
What a Dual-Class Structure Actually Is
A dual-class (or multi-class) share structure splits the company’s equity into two or more classes with different voting rights. The classic US model has a high-vote class — typically ten votes per share — held only by founders and a small group of early insiders, and a low-vote (or non-voting) class held by everyone else. The economic rights are usually identical. The point is to decouple cash-flow ownership from voting control, so a founder who has been diluted to 15% on the cap table can still hold a majority of the votes.
The structure has driven some of the highest-profile US listings of the past 15 years — Google, Meta, Snap, Lyft, Airbnb, Coupang. The Council of Institutional Investors and the major Australian super funds have historically opposed it. The compromise that has emerged internationally is the sunset clause: the high-vote shares automatically convert to ordinary shares on the occurrence of a triggering event, most commonly a fixed period after IPO (7–10 years), the founder ceasing to be an executive, a transfer of the shares, or the founder’s death.
The Private Company Position in Australia
For a private Pty Ltd company, dual-class structures are clearly permitted. Section 254B of the Corporations Act 2001 (Cth) gives a company broad power to determine the terms on which shares are issued, including the rights and restrictions attached to them. There is no statutory cap on votes per share, no prohibition on weighted voting, and no requirement that classes be economically identical.
What is required is procedural rigour. The class rights must be clearly set out in the company’s constitution or in the terms of issue, the constitution itself must be adopted or amended by special resolution under section 136, and any subsequent variation of class rights engages the protections in sections 246B to 246G — meaning a 75% special resolution of the affected class, or written consent of holders of 75% of issued shares in that class. A dual-class structure put in place at incorporation, when the founders hold 100% of the company, is straightforward. Put in place after a priced round, where outside investors hold a meaningful stake, it requires their support.
That is where the practical window closes. Institutional investors will almost never agree to a new dual-class structure being layered on top of their investment, because it directly dilutes the voting rights they paid for. If founders want a dual-class structure, it needs to exist before the first priced round — ideally at incorporation.
The ASX Position — and Why It Matters Even If You Are Private
ASX Listing Rule 6.9 requires that each ordinary share carries one vote, with limited exceptions. The effect has been a long-standing prohibition on dual-class structures at IPO. This is not a Corporations Act position — it is a listing rule — and it does not bind private companies. But it shapes the strategic calculus of every founder thinking about an eventual public listing.
The position has been under pressure for years. The departure of Atlassian to NASDAQ in 2015 is the case study most often cited, and recent ASIC consultation in the Australia’s Evolving Capital Markets discussion has put the question back on the agenda. ASX itself has signalled support for a controlled reintroduction of dual-class listings, with safeguards including mandatory sunset clauses, enhanced disclosure, and possibly higher minimum public float thresholds. As of mid-2026, no formal listing rule amendment has been made, and institutional investor groups remain opposed.
For a founder, the practical implications are these. First, if you build a private dual-class structure and want to list on the ASX before the rules change, you will need to collapse it on listing — usually by converting all high-vote shares into ordinary shares as a condition of admission. Second, if you want to retain a dual-class structure into public markets, the realistic path today is a Delaware (or other US) holding company and a US listing. Third, that path comes with substantial cost and tax complexity, and is only worth contemplating where the US listing thesis is genuine on its own merits.
Why VCs Resist Dual-Class Structures
Even in jurisdictions where dual-class structures are common, venture capital investors push back hard. The objection is not theological — it is about protection. Preferred-share-style protective provisions, board seats, information rights, and consent matters all assume that the investor has voting power proportional to its economic interest. A super-voting founder class undermines that arithmetic. An investor who finds itself with 25% of the economics but 8% of the votes loses much of the leverage it would normally use to challenge a poor strategic decision, an underperforming CEO, or a misaligned sale process.
In practice, Australian VCs will accept some asymmetry between founders and investors, but rarely through a super-voting share. They are far more comfortable with the control mechanisms described next.
The Control Mechanisms That Actually Travel
Founder control in Australia is rarely won or lost on the votes-per-share line. The decisive mechanisms are usually:
Board composition. A shareholders’ agreement that fixes the right of founders to appoint a majority of directors — or to appoint the CEO and chair — does more day-to-day work than any voting asymmetry on the share register. Board control sets the operating cadence of the company.
Reserved matters and consent thresholds. Most shareholders’ agreements list “reserved matters” that require investor consent — new issuances, sales, debt above a threshold, material contracts. Founders should pay close attention to which matters require founder consent, and at what threshold. A well-drafted consent matrix can preserve founder veto power on the issues that matter most without ever touching voting rights on shares.
Founder-class shares with attached rights, not super-voting. It is increasingly common in Australia for the founders to hold a designated Founder Ordinary class that carries rights — board appointment, anti-dilution protection on specific events, drag participation — without carrying enhanced votes. This sits more comfortably with investors and achieves much of the same protective work.
Voting agreements among founders. Where there are multiple founders, a voting deed pooling their shares for the purpose of board elections and key resolutions can preserve effective control without altering the share register.
Class-rights protection. Even where founder shares are economically identical to other ordinary shares, designating them as a separate class means any future change to those rights engages section 246B. That is a quiet but real protection that survives further rounds.
If You Are Going to Use a True Dual-Class Structure
For founders who decide that the genuine multi-class model is right — typically because they are running a mission-driven business, are likely to face activist pressure later, or are planning a US listing — the structuring choices that matter are:
- Set it at incorporation. Insert the class rights into the constitution before the first external shareholder is on the register.
- Build a sunset. International best practice and ASX’s own reform proposals all point the same way. A time-based sunset (7–10 years post-listing) or an event-based sunset (founder departure, transfer outside the founder group) is now expected by sophisticated investors.
- Document the class rights crisply. Vote multiple, conversion mechanics, transfer restrictions, treatment on death, treatment on capital actions — every edge case matters.
- Plan for the flip. If a US listing is on the path, model the Delaware flip and its CGT consequences early. The dual-class structure may need to be re-papered in the US holding company anyway.
What Founders Should Do
Decide why you want it. If the goal is to keep board control through Series B and C, board composition and reserved matters do that work without the cost. If the goal is to retain control into the public markets, the realistic path is a US holding company.
Get the class rights drafted properly at the start. Retrofitting voting asymmetry after investors are on the register is, in practical terms, not possible.
Map the investor reaction before you raise. A dual-class structure can narrow your investor universe. Confirm that your target leads will accept it before you build the round around it.
Use the quieter levers. Board control, reserved matters, founder-class designations, and voting agreements deliver most of the protection founders are reaching for when they ask about super-voting shares.
The Bottom Line
Dual-class share structures are legally available in Australia for private companies, currently unavailable on ASX listing, and the subject of active reform debate that may shift that position in the next few years. But for most Australian founders, the real question is not “can I issue super-voting shares” — it is “where does control actually sit after the round closes.” The founders who think clearly about board composition, reserved matters, founder-class rights, and the architecture of their shareholders’ agreement keep more durable control than the ones who fixate on votes per share.
Viridian Lawyers advises Australian startups and venture capital investors on share structures, founder control mechanisms, and governance design. If you are setting up your company or planning a round and want to think clearly about control, get in touch.
