Companies Act 2014 section 32

Amendment of constitution by special resolution

Section 32 sets out how a company may amend its constitution by special resolution and the protections afforded to existing members against amendments that increase their financial obligations.

• A company may amend its constitution by special resolution, and any such amendment is as valid as if it had been part of the original constitution
• Where an amendment must be published under section 33, the company must deliver both the amendment and a copy of the full updated constitution to the Registrar
• A member cannot be bound by a post-membership amendment that requires them to take additional shares or increases their liability to contribute to share capital or pay money to the company
• The protection against increased obligations does not apply where the member has agreed in writing, either before or after the amendment, to be bound by it