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.

What's covered in this guide:

✅ What a company constitution is in Singapore

✅ Key clauses you need to include to stay compliant  

✅ A step-by-step process for drafting and submitting your constitution to the ACRA

✅ How to make amends to your company constitution 

Let’s get started.

A company constitution is a legal document that outlines the internal rules of a company. It outlines how decisions are made, the roles and responsibilities of directors, shareholders, the 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

It is important to note that the constitution binds the company and its members to each other, but does not bind outsiders like suppliers, customers, or creditors. External parties need separate contracts.

Prior to 2016, Singapore companies maintained two documents: a Memorandum of Association and Articles of Association. The Companies (Amendment) Act 2014 merged these into a single Company Constitution, which became mandatory for all new companies from January 3, 2016.

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 determine how much say each shareholder has in company decisions.
• How to call board of directors meetings and shareholder meetings.
• Processes for appointing and removing directors or the secretary.
• Dispute resolution (e.g. mediation, arbitration, or courts).

9. Business activities- The company's business activities and how these activities will be carried out.

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

• Directors’ duties and powers 
• How profits are distributed or reinvested
• Grounds and process for removing a director
• How assets are handled in a winding-up scenario, and what protection directors or officers receive
• Restrictions on business activities, borrowing limits, or deals that need special approval (e.g., high-risk industries)

Your constitution should not just “tick the box” for ACRA filing, but rather it should support how your business will actually operate in the long term. To avoid issues later, clearly define:

In Singapore, filing the Company Constitution is a mandatory step in the incorporation process. You can either draft your own version or adopt ACRA’s Model Constitution, which is available on the Accounting and Corporate Regulatory Authority (ACRA) website. Below is a step-by-step guide to help you.

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

• Log in to Bizfile using SingPass (for first-time registration by Singapore residents) and complete the incorporation form with company details, directors, and shareholders.
• You will be asked to upload a copy of your company's Constitution as a supporting document. 
• In the process, you will specify which Constitution you will upload: the Model Constitution or a Custom Constitution.
• Upload the file
• Pay the registration fee (dependent on the type of company being incorporated)

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.

After submission, Bizfile will send email notifications to all appointed officers, including directors, shareholders, and the company secretary.

Each person must log in to Bizfile and provide digital consent within 60 days. This endorsement step is crucial; if not completed within the deadline, the application will be automatically cancelled and must be refiled.

Once everyone has endorsed, ACRA will process the application. If everything is correct, the company will be registered. ACRA will then issue an e-Notification of Incorporation via email. If you wish, you can also purchase a Certificate of Incorporation from the ACRA. The Company Constitution will then be part of the official company records.

Once approved, your Constitution is public record and must be kept at your registered office for inspection. Shareholders, directors, and authorities can request access, and members can get copies for a small fee. Banks also review it to confirm your directors, who can operate accounts, and how decisions are made, so ensure that everything is written clearly to prevent any delays during account opening.

Amending a Company Constitution in Singapore involves a formal process that requires compliance with the Companies Act and approval from shareholders. However, not all amendments follow the same legal procedure. Your amendment depends on what you are changing.

Effective June 2025, the Companies (Amendment) Regulations introduced important changes:

• Beneficial Ownership Disclosure: Companies must lodge their beneficial ownership (RORC) details with ACRA at incorporation/registration and update changes promptly; this information is not available to the public.
• Mandatory Digital Record-Keeping: Companies must keep proper records for at least 5 years; records may be physical or electronic. Digital systems are encouraged.

Singapore law treats amendments differently depending on whether you are changing your company’s business purpose (“objects”) or other governance provisions.

The amendment process generally follows these steps:

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(for private companies) or 21 days (for public companies). The notice must include:

• The date of the meeting
• The agenda outlining the proposed amendments"

At the meeting, shareholders vote on the proposed changes. To pass, the amendment must be approved by at least 75% of the votes cast. This is known as a special resolution. The resolution must then be formally recorded and filed with ACRA.

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

Once approved, amendments must be filed with ACRA via Bizfile within 14 days of passing the special resolution, or after the 21-day waiting period if the change relates to the company’s objects.

Submit:

• The passed Special Resolution (Notice of Resolution)
• The updated Constitution

The amendment takes effect from the date stated in the resolution, or if none is specified, from the date it was passed.

Once lodged in accordance with the Act, 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.

As previously mentioned, every Singapore company must have a Company Constitution filed with ACRA and publicly available. It establishes fundamental operational rules such as decision-making processes, shareholder rights, and director authority, and legally binds all current and future shareholders, with changes requiring 75% approval.

A Shareholders' Agreement works differently as an optional, private document that's not filed anywhere. Only the shareholders who sign it are bound by its terms, making it useful for situations your Constitution doesn't address. For example: what happens when a founder leaves? How you'll handle funding rounds? Or which decisions require specific shareholder approval, such as selling major assets?

Most companies use both documents together, with the Constitution providing the public legal framework while the Shareholders' Agreement adds flexible, private protection for individual shareholder interests and relationships.

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 protection for minority shareholders, ensuring they have certain rights and safeguards. 

Broader External Aspects

Externally, the constitution signals who has authority and when shareholder approval is required. Counterparties may review it for comfort, but agreements with outsiders are governed by the contracts you sign, as the Constitution itself does not bind third parties.

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 may grant appropriate relief (for example, an injunction or declaration).

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

✅ 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.