Section 32 — Companies Act 1993: Adoption, alteration, and revocation of constitution

32 Adoption, alteration, and revocation of constitution (1) The shareholders of a company that does not have a constitution may, by special resolution, adopt a constitution for the company. (2) Without limiting section 117 of this Act (which relates to an alteration of shareholders' rights) and section 174 of this Act (which relates to the right of a shareholder to apply to the Court for relief in cases of prejudice), but subject to section 57 of this Act (which relates to the reduction of shareholders' liability), the shareholders of a company may, by special resolution, alter or revoke the constitution of the company. (3) Within 10 working days of the adoption of a constitution by a company, or the alteration or revocation of the constitution of a company, as the case may be, the board must ensure that a notice in the prescribed form of the adoption of the constitution or of the alteration or revocation of the constitution is delivered to the Registrar for registration. (4) If the board of a company fails to comply with subsection (3) of this section, every director of the company commits an offence and is liable, on conviction, to the penalty set out in section 374(2) of this Act.