What Is a Company Constitution in Singapore?

When you start your company registration process in Singapore, you are required to submit a copy of your company’s constitution.  This essential document is not only a mandatory part of incorporation but also lays down a solid framework to guide your company's operations.

In this article, we’ll explore what a company constitution is, 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 legal document that outlines the internal rules in a company. It outlines how decisions are made, the roles and responsibilities of directors, shareholders, company secretary, and members, and the company’s key operational guidelines.

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

The company constitution and shareholders’ agreement are often compared because both govern the relationships among shareholders. Although they may appear similar, each serves a distinct and specific purpose within the corporate framework.

A constitution is a legal document required by law, filed with ACRA, and binding on the company and its members. It sets out rules for internal management, decision-making, and members’ rights.

A shareholders’ agreement is a contract between shareholders. It can address additional issues such as financing and veto rights, is not necessarily filed with ACRA, and may complement but cannot override the constitution.

In Singapore, every new company must have a constitution. 

Before 2016, companies were required to maintain two separate documents: the Memorandum of Association and the Articles of Association. These have since been combined into a single Company Constitution, following the introduction of the Model Constitution by the Accounting and Corporate Regulatory Authority (ACRA).

The constitution must be submitted during the company incorporation process.

A constitution includes required legal parts as well as extra rules that let companies customise how they manage and operate according to their specific needs.

Your company constitution must include the following sections:

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

2. Registered Office Address - This is the registered office of the company. It must be within the jurisdiction where the company is registered and is where company records are kept. If you do not have one yet, in Singapore, you can get a registered address by applying under the Home Office Scheme to use your home address for business, renting an office, using a virtual office service, or engaging a Singapore company registration service provider.

3. Founding members’ Information (Subscriber Clause) – The full names, addresses, and occupations of the company’s founding members. In the company constitution, the founding members are called “subscribers”.

4. Number of Company’s Members – For companies limited by guarantee or unlimited companies, specify the number of members at incorporation.

5. Liability of Members:

• If the company is limited by shares, state that members’ liability is limited to their shareholdings.
• If the company is limited by guarantee, state the fixed amount that members must contribute if the company winds up.
• If the company is an unlimited company, state that members have unlimited liability.

6. Formation Statement – A statement confirming that the members agree to form the company and, if applicable, to subscribe to a certain number of shares.

7. Details of Share Capital – including the total value and quantity of shares issued

8. Governance Rules and Management of the Company

• 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).
• Voting rights
• How to call board of directors meetings and shareholder meetings.
• Processes for appointing and removing directors or the secretary.

9. Business activities and the way the business will operate.

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

• Directors’ duties and powers 
• Rules for distributing and reinvesting profits
• Removal of directors
• How assets are handled if the company is wound up, and what indemnity will be provided to directors or other officers if needed.
• The process for preparing financial statements

Beyond the mandatory and optional sections, it’s important to think about how your constitution reflects your company’s practical needs and goals. These key considerations guide how you write the constitution and help ensure it works smoothly for your business:

• Business Objectives: Make sure the constitution supports what your company aims to achieve.
• Decision-Making Structure: Be very clear about how important decisions will be made to avoid confusion or disputes.
• Company-Specific Rules: Add any unique rules your company needs, as long as they comply with the law.

In Singapore, submitting the Company Constitution is a key step in the company incorporation process. Businesses can either create their own document or use ACRA’s Model Constitution, which can be found on the official website of the Accounting and Corporate Regulatory Authority. 

Here is a step-by-step guide on how to prepare and submit the Company Constitution:

✔ Draft the constitution (Model or Custom)

✔ Complete company registration via BizFile+ and upload constitution during registration

✔ Pay the incorporation fee

✔ Confirm the application submission via email

Draft the Company Constitution by using ACRA’s Model or writing your own document that meets the requirements. Ensure it contains all the mandatory sections specified in the Companies Act as mentioned in the section above, such as the company name, liability details, member information, and the registered office address.

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

The submission of the company constitution is done during the company registration process on ACRA’s online portal, BizFile+. The steps are as follows. 

1. Complete the company registration application on BizFile+. Provide details about the company, such as shareholders, directors, and registered office.
2. You will be asked to upload a copy of your company's Constitution as a supporting document. 
3. In the process you will specify which Constitution you will upload: the Model Constitution or a Custom Constitution.
4. Upload the file

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.

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).

After you submit the registration, the appointed officers will receive an email notification to endorse the application. This email can also be found on the BizFile+ dashboard.

All directors, shareholders, and the company secretary must give their online consent via BizFile+ within 60 days of the email notification.

Once everyone has endorsed, ACRA will process the application. If everything is correct, the company will be registered and a Certificate of Incorporation will be issued. The Company Constitution will then be part of the official company records.

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.

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:

✔ Review existing constitution

✔ Call general meeting (14 days’ notice)

✔ Pass special resolution (75% approval)

✔ File with ACRA via BizFile+

✔ Update company records

Review the current Company Constitution. Most constitutions have a section that explains the process for making amendments. If no specific procedure is mentioned, the default procedure under the Companies Act applies, which requires calling a general meeting with proper notice, proposing the amendment at the meeting, and obtaining the shareholders’ votes in favour.

Call a General Meeting to discuss and vote on the proposed changes. You must send a notice to all shareholders ahead of time, usually at least 14 days before the meeting.

At the meeting, shareholders vote on the changes. The changes must get at least 75% approval to pass. A formal decision passed by at least a 75% majority of votes cast at a meeting is called a “special resolution”, and these details are documented.

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

After shareholders approve the changes, the company must submit the amended constitution to the Accounting and Corporate Regulatory Authority (ACRA).

This is done online through the BizFile+ portal by submitting a Resolution to Amend the Constitution. Upload a copy of the Special Resolution and the updated constitution.

You need to pay a small fee when submitting the amended constitution to ACRA. The amount depends on the type of change.

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

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

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, such as filing extra paperwork with ACRA.

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.

The company’s constitution sets the basic rules for how the business is run. It guides internal decisions and shapes how the company deals with outside parties, affecting both daily operations and bigger partnerships.

Internal Aspects
The rules on constitution affect the company’s everyday operations. For example, if the constitution says certain actions need shareholder approval, managers might need to wait for a vote before moving ahead. That can slow things down, but it also means more oversight

A well-drafted constitution helps minimise internal conflicts by clearly defining the roles, rights, and responsibilities of members. It can also provide protections for minority shareholders, ensuring they have certain rights and safeguards.

Broader External Aspects
Beyond internal governance, the constitution can also influence the company’s interactions with external parties. It shapes how the company negotiates and forms partnerships, ensuring all agreements comply with established governance principles.

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’s position in the company, not to their individual personal matters.

Drafting your company constitution, securing a registered address, finding a local director and company secretary—setting up a company in Singapore involves more than just submitting forms.

At Statrys, we take care of these administrative steps so you can focus on growing your business. Our all-inclusive company incorporation services cover

✅ Drafting a compliant Company Constitution

✅ Preparing and submitting incorporation documents to ACRA

✅ A registered business address in Singapore, with mail scanning and forwarding service

✅ Appointing a Company Secretary to handle statutory filings

✅ A nominee director (if required)

✅ 100% online 

Whether you’re incorporating for the first time or updating your governance framework, we make the process smooth and transparent.

With our support, many clients are able to register a company in less than 5 business days, depending on ACRA’s processing times and document readiness.