Constitution amendments and special resolutions — Documents required and templates

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

Constitution amendments and special resolutions in Singapore are the mechanism by which members change a company’s governing document, requiring at least a 75 percent majority and an ACRA lodgement. Directors and company secretaries should hold the notice of meeting, the passed special resolution and the amended constitution before filing the change.

How constitution amendments and special resolutions work

A company’s constitution can be altered by the members, and most alterations require a special resolution. Section 184 of the Companies Act 1967 establishes that a special resolution is one passed by a majority of not less than 75 percent of members entitled to vote, with the correct notice given. Section 26 of the Companies Act 1967 addresses the effect and alteration of the constitution. Once the resolution is passed, a copy of the resolution and the amended constitution must be lodged with ACRA through BizFile within 14 days. See the Accounting and Corporate Regulatory Authority for the filing steps.

Who this affects

Amendments are common when investors come in and want new share classes or reserved matters, when a company adopts pre-emption rights, or when it updates outdated provisions inherited from a template constitution. Where the amendment enables a new share class ahead of a fundraising, our group note on Estimated Chargeable Income (ECI) in Singapore 2026: Filing Deadlines, the Revenue Waiver and Instalment Benefits explains the tax administration touchpoints that follow a capital change.

Documents and templates you should hold

Keep the notice of general meeting stating the intention to propose a special resolution; the signed special resolution or the written resolution where a meeting is dispensed with; the marked-up and clean amended constitution; the minutes; and the BizFile acknowledgement. Where the amendment introduces new employee or director share arrangements, coordinate with any pass or employment matters, as our Practical S Pass Approval Tips for Singapore Employers (2026) guide describes.

Cost and timeline benchmarks

A standard constitution amendment handled by a corporate secretary typically costs S$300 to S$1,200 depending on drafting complexity, with heavily negotiated investor amendments costing more where counsel is involved. The 14-day filing window applies from the date the resolution is passed. A written resolution can compress the timeline where all members sign, while a called meeting requires the notice period set in the constitution.

Step-by-step: amending the constitution

Draft the proposed changes and circulate them. Give proper notice of the general meeting, or prepare a written resolution if permitted. Pass the special resolution with at least 75 percent support. Produce the clean amended constitution. Lodge the resolution and constitution on BizFile within 14 days. File the acknowledgement with the minutes. Our own Declaring Dividends in Singapore: What Directors Need to Know (2026) guide covers the resolution standard directors are held to when related distributions or approvals accompany the amendment.

Common mistakes

Typical failures include treating a constitutional change as an ordinary resolution, defective notice that undermines the resolution, filing the resolution but not the amended constitution, and missing the 14-day window. An amendment that conflicts with the Companies Act 1967 is ineffective to that extent.

Written resolutions and meeting mechanics

Private companies often avoid physical meetings by using written resolutions, which take effect once the required majority has signed. A special resolution passed in writing still needs the same 75 percent support and the same clear description of the change. Where a meeting is convened instead, the notice period set in the constitution must be observed, and the notice must fairly describe the substance of the resolution so that members can make an informed decision; a notice that misstates the change can render the resolution vulnerable to challenge.

Practical drafting matters: the amended constitution filed with ACRA should be a clean, consolidated version, not a list of piecemeal changes, so that the public record shows the governing document as it now stands.

Common amendments investors request

Incoming investors commonly ask for new share classes with defined economic and voting rights, reserved matters requiring investor consent, pre-emption on new issues and on transfers, and tag-along and drag-along mechanics. Many of these live in a shareholders’ agreement, but those that bind the company as a matter of company law belong in the constitution. Aligning the two documents, so the constitution and the shareholders’ agreement do not contradict each other, is a task the company secretary should coordinate with counsel before the special resolution is put.

Fees, timelines and thresholds at a glance

  • Special resolution threshold: at least 75 percent of members voting
  • ACRA filing deadline: within 14 days of the resolution
  • Corporate secretary fee: S$300 to S$1,200 for a standard amendment
  • Written resolution: available where all members sign, subject to the constitution

FAQs

What majority is needed to change a constitution?
A special resolution, meaning at least 75 percent of members entitled to vote, under Section 184 of the Companies Act 1967.

Do we file both the resolution and the constitution?
Yes. Both the special resolution and the amended constitution are lodged with ACRA within 14 days.

Can we amend by written resolution instead of a meeting?
Often yes, if all members sign and the constitution permits it, which avoids the meeting-notice period.

Can a constitution override the Companies Act?
No. Any provision that conflicts with the Companies Act 1967 is ineffective to the extent of the conflict.

Related guides across the Raffles group

Authoritative sources: the Accounting and Corporate Regulatory Authority; Singapore Statutes Online; the Inland Revenue Authority of Singapore.

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.