What Is a Company Constitution in Singapore?

Whether you’re a new entrepreneur or a seasoned business owner, understanding the role of a company constitution is a crucial step in the company registration process and in establishing a clear legal framework that ensures smooth operations in Singapore.

In this article, we’ll explore the significance of a company constitution in Singapore, unpacking what it typically includes and why it’s a non-negotiable requirement for businesses aiming to thrive in Singapore's dynamic corporate landscape.

A company constitution is a fundamental document that outlines the rules and regulations governing the internal management and operation of a company. In Singapore, the constitution serves as the blueprint for how a company is run, establishing the relationship between the company, its shareholders, directors, company secretary and other key stakeholders.

The constitution must cover the following:

• The company’s name and business type
• The liability of its members
• The company’s capital structure
• The company’s primary purpose and operational framework
• The rights and responsibilities of the directors

Since 2016, the Company Constitution has been mandatory for all new companies under the Model Constitution introduced by the Accounting and Corporate Regulatory Authority (ACRA).* Previously, companies were required to maintain two separate documents: the Memorandum of Association and the Articles of Association. These have now been consolidated into a single Company Constitution.

The constitution must be submitted during the company incorporation process. Businesses can either draft their own document or adopt ACRA’s Model Constitution, which can help reduce setup costs and simplify administrative processes.

The Company Constitution is essential for the proper functioning of a business. When drafting one, it’s important to consider the following factors:

• Business Objectives – These are the goals you have set for your company, which should align with the Objects Clause in the Constitution.
• Decision-making Structure – This is crucial if you have a specific structure in mind, such as procedures for electing directors. It helps ensure compliance with legal regulations and prevents potential conflicts among members.
• Specific Rules & Regulations – Include any clauses unique to your company, ensuring they adhere to legal and compliance requirements.
• Mandatory Sections—As outlined in Section 22 of the Companies Act, certain compulsory sections must be included in the company constitution. These include the Name, Liability, and Subscriber Clauses.

The Company Constitution must include the following essential elements:

1. Company Name (Name Clause) – The official name of the company.

2. Liability of Members:

• If the company is limited by shares, a statement confirming that the liability of its members is limited (Liability Clause).
• If the company is limited by guarantee, a statement specifying the members' liability to contribute a fixed amount in the event of the company being wound up.
• If the company is an unlimited company, a statement indicating that the liability of its members is unlimited.

3. Number of Members – If the company is unlimited or limited by guarantee, state the number of members at the time of its registration application.

4. Subscriber Information (Subscriber Clause) – The full names, addresses, and occupations of the founding members.

5. Formation Statement—A statement confirming that the members wish to form a company based on the constitution’s terms and that, if the company has share capital, the members agree to subscribe to a specified number of shares.

6. Registered Office – A provision specifying the company’s registered office, which must be located within the jurisdiction of registration and where certain statutory records and documents are maintained (Registered Office Clause).

These are the mandatory sections that must be included in the constitution.

Additional Provisions: Other terms may also be included in the constitution, such as:

• Guidelines on the issuance, allotment, and transfer of shares (for private companies limited by shares, the constitution must restrict share transfers and limit membership to 50 members).
• Procedures for organising and conducting board and shareholder meetings.
• Processes for appointing and removing directors.
• The duties and powers of directors.
• Provisions on share capital, including the total capital amount and share division.
• Guidelines for the distribution and capitalisation of profits.
• Terms regarding the distribution of surplus assets in the event of winding up.

Additionally, companies may also include provisions related to the annual general meeting (AGM), the preparation of financial statements, and the management of the company. For private companies limited by shares, the constitution may restrict the transfer of shares and limit the number of shareholders to 50.

In Singapore, submitting the Company Constitution is an essential part of the company incorporation process. Here's a step-by-step guide on how to submit the Company Constitution:

1. Prepare the Company Constitution

The Company Constitution must be drafted, either using a Model provided by the Accounting and Corporate Regulatory Authority (ACRA) or by creating a custom document that meets the legal requirements.*

Ensure the document includes all mandatory sections as required by the Companies Act, such as the company’s name, liability clauses, subscriber information, and the registered office clause.

2. Register Your Company with ACRA

The Constitution must be submitted during the company registration process. This is typically done through ACRA's online portal, BizFile+. After filling out the information in the application form, you will be prompted to upload a company constitution. 

3. Choose the Model Constitution or Upload a Custom Constitution

• Using the Model Constitution: If you choose to use the Model Constitution provided by ACRA, you must indicate this choice during the registration process. The Model Constitution is pre-drafted and meets all legal requirements, making the process quicker and simpler.
• Custom Constitution: If you choose to draft your own Constitution, ensure it complies with the legal requirements, and upload the document as part of your application.

4. Submit the Application

Complete the company registration application through BizFile+ and submit the Constitution as part of the supporting documents. You will need to provide the necessary details about the company, including information about shareholders, directors, and the company’s registered office.

After filing the registration, an email notification for endorsement will be sent to the appointed officers. This email is also accessible from the Bizfile+ dashboard. All the company's directors, shareholders and company secretary must endorse their consent online via Bizfile+ within 60 days from the date of email notification.

5. Pay the Registration Fee

A registration fee is payable when submitting the incorporation application. The fee amount depends on the type of company being incorporated (e.g., a private company limited by shares).

6. Confirmation of Submission

After successful submission, ACRA will process the application. If everything is in order, the company will be registered, and a Certificate of Incorporation will be issued. The Company Constitution will form part of the company’s official records.

7. Keep a Copy of the Constitution

Once your company is incorporated, ensure that a signed copy of the Company Constitution is kept at the company’s registered office. It must be available for inspection by shareholders, directors, and relevant authorities if required.

By following these steps, you will successfully submit your Company Constitution during the incorporation process in Singapore.

Amending a Company Constitution in Singapore involves a formal process that requires compliance with the Companies Act and approval from the company’s shareholders. Here’s a step-by-step guide on how to amend a Company Constitution:

1. Check the Existing Constitution

Review the current Company Constitution to ensure it allows for amendments. Most constitutions include a provision outlining the procedure for making amendments. If no specific procedure is mentioned, the default procedure under the Companies Act applies.

2. Hold a General Meeting (or Pass a Written Resolution)

A General Meeting should be convened to discuss and vote on the proposed amendments. Notice of the meeting must be sent to all shareholders in accordance with the timeline set out in the constitution,  (usually at least 14 days before the meeting).

During the meeting, shareholders will vote on the proposed changes, and the Special Resolution must pass with at least 75% approval. 

Alternatively, if the constitution permits, shareholders may pass a written resolution without the need for a meeting.

3. File the Amendment with ACRA

After obtaining shareholder approval, the company must submit the amended constitution to the Accounting and Corporate Regulatory Authority (ACRA).

This is done through the BizFile+ portal by filing a Resolution to Amend the Constitution. A copy of the Special Resolution and the amended constitution must be uploaded.

4. Pay the Filing Fee

A filing fee is required when submitting the amended constitution to ACRA. The amount is typically nominal, depending on the nature of the change.

5. Update Company Records

Once ACRA approves the amendment, the company must update its official records and make the amended constitution available at its registered office.

All shareholders and directors should be notified of the amendments, and the revised constitution should be available for inspection.

6. Compliance with Legal Requirements

Ensure that any changes to the constitution comply with the Companies Act and other relevant regulations. Changes that affect the company's share capital or members' liability may require additional legal or regulatory steps.

By following these steps, you can amend your Company Constitution in Singapore to reflect any necessary changes to your company’s structure, operations, or governance.

A well-drafted constitution sets the ground for smooth company operations and can prevent conflicts between members. It governs not only internal aspects, such as the voting rights of shareholders and the board of directors roles but also the broader aspects, like the company’s partnerships and relationships with external stakeholders.

Additionally, the constitution outlines provisions related to the liquidator in the event of the company being wound up. It clarifies how the company’s assets will be distributed and what indemnity will be provided to directors or other officers if needed.

The Company Constitution serves as a contract between the company and its members and among the members themselves.

According to Section 39(1) of the Companies Act, each member has the personal right to take legal action to enforce a provision of the constitution or to prevent its violation. If the court finds that a breach has occurred, it can order compliance with the constitution or require compensation for any harm caused to the affected parties.

However, Section 39(1) is limited to rights that affect a member in their capacity as a company member, not in a personal capacity.

Additionally, members of a private company limited by shares must notify ACRA of their intention to take shares in the company and specify how many shares they will take.

The Company Constitution must be signed by all members and kept at the company’s registered office.

In conclusion, the Company Constitution is essential for governing a company's operations and ensuring compliance with Singapore's laws. Whether drafting a new constitution or amending an existing one, understanding its key elements and legal requirements is crucial to creating a clear framework for long-term success and avoiding potential conflicts.

For businesses seeking a streamlined process, Statrys offers an all-inclusive company incorporation package, covering pre-registration documents, a company secretary, a nominee director (if required), and a registered address—providing a solid foundation for successful company registration and governance.