Constitution amendments and special resolutions — Step-by-step walkthrough

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

This guide to constitution amendments and special resolutions explains how a Singapore private company changes its governing document. The constitution is altered by a special resolution passed by at least 75% of members entitled to vote, and the change is then lodged with ACRA within the prescribed period.

What constitution amendments and special resolutions involve

The constitution is the company’s foundational document, setting out its objects, share rights, and internal governance. Section 33 of the Companies Act 1967 gives the constitution the effect of a contract between the company and its members, and between members. Section 26 of the Companies Act 1967 allows a company to alter or add to its constitution, and any such alteration generally takes effect only when passed by special resolution.

When a special resolution is required

Section 184 of the Companies Act 1967 provides that a special resolution requires a majority of not less than 75% of members entitled to vote and voting. Constitution changes, changes of company name, capital reductions, financial-assistance whitewashes and voluntary winding up all require a special resolution rather than an ordinary resolution, which needs only a simple majority.

Notice and meeting requirements

A special resolution requires at least 21 days’ written notice for a public company, while a private company may pass it on shorter notice if members holding at least 95% of voting rights agree. The exact text of the proposed resolution must be set out in the notice, because members vote on the precise wording. Our EGM mechanics, resolutions, quorum and minutes guide walks through convening the meeting and recording the vote.

Written resolutions for private companies

A private company can pass a special resolution as a written resolution circulated to members, avoiding a physical meeting. The resolution is passed when members representing at least 75% of the total voting rights sign or indicate agreement. The company must keep the signed resolution in its minute book and record the date of passing.

Cost and timeline

A constitution amendment usually takes 1 to 3 weeks from drafting to ACRA lodgement. There is no ACRA filing fee for lodging a special resolution amending the constitution, though professional fees for drafting and filing typically run S$300 to S$800. Where a new constitution is adopted wholesale, allow extra drafting time of one to two weeks.

Step-by-step process

First, identify the clauses to change and prepare the amended constitution. Second, issue notice of the general meeting or circulate a written resolution with the exact resolution text. Third, hold the meeting or obtain written consents and record at least 75% approval. Fourth, lodge the special resolution and the amended constitution with ACRA through BizFile+ within 14 days. Fifth, update the company’s records and minute book. Tax-sensitive amendments, such as those affecting family-office holding structures, should be checked against our Singapore corporate tax 2026 guide.

Common mistakes and gotchas

Common errors include misstating the resolution text, missing the 14-day ACRA lodgement window, and overlooking entrenching provisions that require unanimous consent or a higher majority. Amendments touching share rights also engage class consents; the work-pass position of foreign directors can be relevant where residency clauses change.

FAQs

What majority passes a special resolution? At least 75% of members entitled to vote and voting, under Section 184 of the Companies Act 1967.

How long do I have to file with ACRA? The special resolution and amended constitution must be lodged within 14 days.

Can a private company use a written resolution? Yes, a private company can pass a special resolution in writing if members holding at least 75% of voting rights agree.

Do entrenched clauses need more than 75%? Yes, an entrenching provision can require a higher threshold or unanimity.

Is there a fee to lodge the amendment? ACRA does not charge a fee for lodging the special resolution itself.

Authoritative sources: the Accounting and Corporate Regulatory Authority (ACRA) and the Companies Act 1967 on Singapore Statutes Online.