What Is a Company Constitution in Singapore?

When you start your company registration process in Singapore, you must submit a copy of your company's constitution. This essential legal 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

✅ Why a company constitution matters for corporate governance

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

✅ How to make amendments to your company constitution

Let's get started.

What Is a Company Constitution?

A company constitution is a legal document that outlines the internal rules of a company. It defines 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

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. The change brought Singapore in line with the model articles of association approach used in the United Kingdom and several Commonwealth jurisdictions.

Why Is a Company Constitution Important?

A well-drafted constitution does more than satisfy a filing requirement. It sets the rules of the game for everyone involved with the company.

Corporate governance foundation. The constitution is the primary set of rules and regulations governing the internal management of the company. Without it, default replaceable rules under the Companies Act apply, which may not fit your business.

Legal binding contract. Section 39 of the Companies Act treats the constitution as a contract between the company and its members, and between members themselves. Each shareholder can take legal action to enforce its provisions.

Operational framework. The constitution sets quorum rules for board meetings, voting thresholds for major decisions, processes for issuing shares, and mechanisms for resolving disputes. It tells directors and shareholders what they can and cannot do.

Reference for third parties. Banks, auditors, investors, and government agencies review the constitution. Banks check it to confirm signatory authority before opening a corporate bank account. Investors check it during due diligence to understand share rights, preemption rules, and exit terms.

Protection for stakeholders. Clear clauses on minority shareholder rights, dispute resolution, and director duties reduce the risk of internal conflict and protect human rights of members in governance matters.

What to Include in a Company Constitution

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.

Mandatory Sections

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 the company records are kept. If you do not have one yet, you can get a registered address in Singapore 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 limited companies, the constitution must restrict share transfers and limit membership to 50 members.
• Voting rights that determine how much say each shareholder has in company decisions.
• How to call board of directors meetings and shareholder meetings, including annual general meetings.
• Processes for appointing and removing directors or the secretary.
• Dispute resolution (mediation, arbitration, or courts).

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

Additional Provisions

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 (high-risk industries, related-party transactions)

Roles of Directors in the Company Constitution

The board of directors carries out the day-to-day decisions of the company. The constitution defines what they can and cannot do without shareholder approval. Standard clauses cover:

• Number of directors and quorum for board meetings
• Appointment, rotation, and removal of directors
• Powers granted to directors (signing contracts, hiring, banking authority)
• Decisions that need shareholder approval (issuing new shares, amending the constitution, paying dividends)
• Conflict of interest rules and disclosure obligations
• Indemnities and insurance for directors

The interaction between the constitution and a separate shareholders agreement matters here. The constitution sets the public, binding rules. The shareholders agreement covers private arrangements between specific shareholders.

Key Considerations When Drafting a Company Constitution

Your constitution should not just "tick the box" for ACRA filing. It should support how your business will actually operate in the long term. To avoid issues later, define these areas clearly.

How to Draft and Submit a Company Constitution

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.

Step 1: Prepare the Company Constitution

Draft the Company Constitution using ACRA's Model or write your own document that meets the requirements. Make sure it contains all the mandatory sections specified in the Companies Act and listed in the section above, including the company name, liability details, member information, and the registered office address.

Step 2: Submit the Company Constitution With ACRA

You submit the company constitution during the company registration process on ACRA's online portal, Bizfile. The steps are:

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

In addition, 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.

Step 3: Confirmation of Submission

After submission, Bizfile sends 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 is automatically cancelled and must be refiled.

Once everyone has endorsed, ACRA processes the application. If everything is correct, the company is registered. ACRA then issues an e-Notification of Incorporation via email. You can also purchase a Certificate of Incorporation from ACRA. The Company Constitution becomes part of the official company records.

Step 4: Keep a Copy of the Constitution

Once approved, your Constitution is public record and must be kept at your registered office for inspection. Shareholders, directors, and authorities can request access. 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 write everything clearly to prevent delays during account opening.

Amending a Company Constitution

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

From time to time, ACRA updates the rules around constitution amendments. 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 or 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.

Two Types of Amendments

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

Step-by-Step Guide to Amending Your Constitution

The amendment process follows these steps.

1. Check the Existing Constitution. 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.

2. Hold a General Meeting (or Pass a Written Resolution). Call a General Meeting to discuss and vote on the proposed changes. Send a notice to all shareholders ahead of time, at least 14 days for private companies or 21 days for public companies. The notice must include the date of the meeting and the agenda outlining the proposed amendments.

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

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

3. File the Amendment With ACRA. 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.

4. Update Company Records. Once lodged in accordance with the Act, the company must update its official records and keep the amended constitution at the registered office. Notify all shareholders and directors of the amendments, and make the revised constitution available for inspection.

5. 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, such as filing extra paperwork with ACRA.

Company Constitution vs Shareholders' Agreement: What Is the Difference?

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 it legally binds all current and future shareholders. Changes require 75% approval.

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

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

Constitution vs Articles of Incorporation: Are They the Same?

Founders coming from the United States, Australia, or the United Kingdom often ask whether Singapore's "constitution" is the same as the "articles of incorporation" or "articles of association" they know from home.

The short answer is yes, with one difference. In Singapore, the constitution is a single document that merges what used to be the Memorandum of Association and Articles of Association. Before January 2016, these were two separate documents. After the Companies (Amendment) Act 2014, they became one.

In comparison:

• United Kingdom: Companies have a single set of articles of association based on the Companies Act 2006 model articles.
• United States: Companies file articles of incorporation with the state, with a separate bylaws document covering internal rules.
• Australia: Companies can rely on the Corporations Act's replaceable rules, or adopt a constitution that overrides them.
• Singapore: Companies have one Company Constitution that includes everything.

The function is the same across jurisdictions: a foundational legal document that defines the company's structure, governance, and member rights.

How the Constitution Affects the Company's Operation

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. The effects show up in both daily operations and bigger partnerships.

Internal Aspects

The rules in the 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. The Constitution itself does not bind third parties.

Upholding the Company Constitution

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

Under 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, such as an injunction or declaration.

Section 39(1) is limited to rights that affect a member's position in the company, not to their individual personal matters.

How Statrys Can Help: Set Up Your Singapore Company Online

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

✅ Appointing a local director

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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 register a company in less than 5 business days, depending on ACRA's processing times and document readiness.