Special Resolution Clause – change to Constitution

What is a special resolution clause for change of a company’s constitution, and when should you use it?

This Special Resolution clause should be used with our special resolution templates where a company is altering or replacing its existing Constitution.

There might be circumstances requiring change in a company’s Constitution.

These include changes made to company objectives, powers and duties of directors, change in number of directors, changes to the authorised share capital of the company, classes of shares that the company can issue, rights in respect of dividends, how the company could issue loans to third parties, provisions related to conflict of interest etc.

Section 32 of the Companies Act 2014 requires the members to approve any alteration or amendment to the Constitution by special resolution.

Shareholders’ Special Resolutions require the votes of over 75% of members present in person or by proxy, who are entitled to vote and do vote at the meeting.

The meeting at which the resolution is proposed must have had at least 21 days notice, unless a shorter period is agreed by all the members entitled to vote.

Alternatively, the written resolution procedure can be used, and the resolution will be passed if approved by shareholders representing not less than 75% of the total voting rights of the shareholders entitled to vote on the written resolution on the day it is circulated.

The relevant clause(s) you will find in this template should be pasted under the section Special Resolution in our proposed written special resolution template

If the resolution is passed you should then use our agreed written special resolution template to ratify the decision.

A copy of any special resolution is required under section 198 of the Companies Act 2014 to be submitted to the CRO within 15 days of the passing.

Form G1 is used for this purpose.

Where a change relates to an increase in share capital, the resolution must also be accompanied by a Form B4.

Where a change relates to the consolidation, cancellation, redemption or sub-division of shares, Form 17 is required to be submitted with the resolution.

Where the special resolution relates to a change of name, a Form G1Q should be filed with the resolution, accompanied by a copy of the amended Constitution with the revised name on it.

We think you’ll find our guide on changing your constitution very helpful

And if your looking for more information on Resolutions check out our guide to ordinary and special resolutions