Constitution amendments and special resolutions — Costs and fees breakdown

Constitution amendments and special resolutions are how a Singapore company changes its governing document, requiring at least 75% of votes and a filing with ACRA. This guide explains when a special resolution is needed, the procedure, and the costs in Singapore dollars as at June 2026.

Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.

What constitution amendments and special resolutions are

The constitution is the company’s governing document, setting out share rights, director powers and meeting rules. Changing it requires a special resolution. Section 184 of the Companies Act 1967 establishes that a special resolution requires at least 75% of the votes of members entitled to vote, and Section 26 of the Companies Act 1967 governs the constitution and its alteration. Special resolutions are also required for other major matters, such as changing the company name or reducing capital.

Who this applies to

This applies to all Singapore companies amending their constitution or passing other special resolutions, and is common during fundraising, restructuring or governance changes. The voting mechanics build on the distinction explained in our ordinary vs special resolutions practical guide.

Requirements and the 75% threshold

A special resolution requires at least 75% of the votes cast by members entitled to vote, with the proper notice period (generally at least 14 days for a private company, unless a shorter period is agreed under the Act). The notice must set out the intention to propose the special resolution and the text of the amendment. After passing, the amended constitution and the resolution must be lodged with ACRA. Certain amendments affecting class rights require additional class consents. Where the change accompanies a group reorganisation, consider group relief under Section 37C.

Costs and timeline

Indicative figures as at June 2026: company-secretarial preparation of a special resolution and constitution amendment typically costs S$150 to S$500. There is no separate ACRA fee for lodging most resolutions beyond the standard filing. With proper notice, the process runs over about 2 to 3 weeks for a private company; shorter notice can be agreed if the requisite majority consents. Lodgement with ACRA follows within the prescribed period after the resolution.

Step-by-step process

Draft the proposed amendment and the special resolution. Issue notice of the meeting with the required period and the resolution text, or circulate a written resolution. Hold the meeting (or collect written consents) and secure at least 75% approval. Record the resolution and the amended constitution. Lodge both with ACRA within the prescribed period. Update the company’s records and notify affected parties. For companies employing foreign staff, confirm pass status via our Employment Pass vs S Pass vs EntrePass comparison.

Common mistakes and gotchas

Common errors include miscounting the 75% threshold (it is of votes cast by those entitled to vote, not merely those present), inadequate notice, and failing to lodge the amended constitution. Amendments affecting class rights without the necessary class consent are vulnerable to challenge. Written resolutions must still meet the requisite majority.

Related guides

See the ordinary vs special resolutions practical guide, Singapore group relief under Section 37C, and the Employment Pass vs S Pass vs EntrePass comparison.

Authoritative references: ACRA administers constitution and resolution filings, and the Inland Revenue Authority of Singapore addresses tax matters arising from restructurings.

FAQs

What majority does a special resolution need?
At least 75% of the votes cast by members entitled to vote, with proper notice of the resolution.

Do I need to file the amended constitution?
Yes. Both the special resolution and the amended constitution must be lodged with ACRA within the prescribed period.

How much notice is required?
Generally at least 14 days for a private company, unless a shorter period is agreed under the Act by the requisite majority.

What does it cost?
Typically S$150 to S$500 for company-secretarial preparation, with no separate ACRA fee for most filings.

Need help with this? Call, SMS or WhatsApp +65 8501 7133, or email [email protected]. Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.