Your company constitution is one of the most important documents your Singapore company holds. It sets out the rules that govern how the company is run — from shareholder rights and director powers to share transfer procedures and dividend policies. As your business grows and evolves, the constitution may need to be amended to reflect new arrangements, remove outdated provisions, or align with updated regulatory requirements.

This guide explains how to amend a Singapore company constitution in 2026, what provisions can be changed, and what the process looks like from start to finish.

What Is a Company Constitution?

A Singapore company constitution is a single constitutional document that replaced the former Memorandum and Articles of Association (M&A) following amendments to the Companies Act that took effect in 2016. Every Singapore company incorporated from 2016 onwards has a constitution by default; companies incorporated before 2016 that have not already adopted a constitution continue to operate under their existing M&A, which is treated as equivalent.

The constitution covers matters including:

  • Objects of the company (if any)
  • Share capital structure and share classes
  • Shareholder rights and meeting procedures
  • Director appointment, removal, and powers
  • Dividend declaration procedures
  • Share transfer and pre-emption rights
  • Company secretary obligations
  • Winding up procedures

Companies incorporated using ACRA’s standard model constitution will have a constitution based on the model provided in the Fourth Schedule of the Companies Act. Many companies, particularly those with investors or complex shareholder arrangements, use a bespoke constitution drafted by lawyers.

When Should You Amend Your Constitution?

Common situations that require a constitution amendment include:

  • Adding a new share class: If you want to create preference shares, redeemable shares, or shares with special voting rights, these must be authorised by the constitution.
  • Removing pre-emption rights: Some investment rounds require existing shareholders to waive pre-emption rights permanently, which requires a constitution amendment.
  • Changing director powers: If you want to change how directors are appointed or removed, or expand or restrict director authority, the constitution must be updated.
  • Updating shareholder meeting procedures: Post-pandemic, many companies want to formalise the ability to hold virtual or hybrid AGMs and EGMs.
  • Aligning with CALA 2025: The Corporate and Accounting Laws Amendment Act 2025 (commenced 6 May 2026) made changes including removing the requirement for a company to have a separate company secretary where a sole director is involved. Some constitutions may need to be reviewed to align with these changes.
  • Correcting errors or updating outdated language: Constitutions drafted many years ago may contain provisions that are no longer legally relevant or that reference superseded legislation.

The Legal Framework: Section 26 of the Companies Act

Under Section 26 of the Singapore Companies Act 1967, a company may amend its constitution by special resolution. A special resolution requires at least 75% of the votes cast by shareholders who are entitled to vote and who do so in person or by proxy at a general meeting.

There are two exceptions:

  1. If the constitution itself requires a higher threshold (e.g., 90% or unanimous consent) for specific amendments, that higher threshold must be met.
  2. Certain amendments that affect the rights of a particular class of shares may require the consent of that class of shareholders under a class rights variation procedure.

A constitution cannot be amended in a way that contravenes the Companies Act. Any amendment that would be unlawful under the Act has no effect, regardless of how many shareholders vote in favour of it.

Step-by-Step: How to Amend a Company Constitution

Step 1: Draft the proposed amendment

Work with your corporate secretary or legal counsel to draft the specific wording of the proposed amendment. It is important to draft the amendment carefully — ambiguous or internally inconsistent provisions can create disputes later. The amendment should specify:

  • The existing provision being amended (with article number)
  • The new wording to replace it
  • Whether any other provisions are affected consequentially

Step 2: Give notice of an Extraordinary General Meeting (EGM)

A special resolution to amend the constitution must be passed at a general meeting. For most private companies, this will be an Extraordinary General Meeting (EGM) rather than the AGM, unless the amendment is timed to coincide with the annual general meeting.

Proper notice of the EGM must be given to all shareholders. The minimum notice period for a special resolution is 14 days (or a longer period if your constitution specifies one). The notice must:

  • State that the resolution will be proposed as a special resolution
  • Set out the full text of the proposed resolution (including the exact wording of the amendment)
  • Specify the date, time, and place of the meeting

Shorter notice is permitted if agreed to by at least 95% of shareholders entitled to attend and vote.

Step 3: Pass the special resolution

At the EGM, shareholders vote on the special resolution. For a private company with all shareholders present or represented by proxy, the vote can be conducted by show of hands or by poll. The resolution passes if at least 75% of the votes cast are in favour.

Minutes of the meeting must be taken and retained as part of the company’s statutory records. Under CALA 2025, the obligation to maintain proper minute books and statutory registers has been strengthened, with penalties for non-compliance now explicitly increased.

Step 4: File the amended constitution with ACRA

Within 14 days of passing the special resolution, the company must lodge a copy of the amended constitution and the special resolution with ACRA via BizFile+. This is a mandatory filing obligation under Section 26(3) of the Companies Act.

The filing must include:

  • The full text of the amended constitution (incorporating the changes)
  • A copy of the special resolution

Failure to lodge the amended constitution within 14 days is an offence, and ACRA may impose a penalty on the company and its officers. The amendment takes effect from the date the special resolution is passed — not from the date of filing.

Can You Amend a Constitution by Written Resolution?

Private companies in Singapore can pass resolutions by written means (without holding a physical meeting) under Section 184A of the Companies Act. A special resolution can be passed by written resolution if all shareholders sign the written resolution — not just 75%. This is because the written resolution procedure requires unanimity unless the company’s constitution expressly allows a lower threshold for written resolutions.

For private companies where all shareholders are aligned, the written resolution route is faster and avoids the need to convene a formal EGM. It is commonly used by small companies or founder-led businesses where all shareholders are directors and are actively involved.

Class Rights and Entrenched Provisions

Some amendments are more complex than a straightforward special resolution:

Class rights variations: If the amendment would vary or abrogate the rights attached to a specific class of shares (e.g., removing a preference shareholders’ right to a fixed dividend), the company may need to obtain the approval of that class of shareholders separately, typically by a special resolution of that class passed at a separate meeting.

Entrenched provisions: A constitution may include provisions that can only be amended if a higher threshold (e.g., 90% or unanimous consent) is achieved, or that require certain shareholders to consent. These “entrenched” provisions protect minority shareholders or investors and must be respected.

Always check the constitution carefully for any entrenched provisions before proceeding with an amendment.

How Raffles Corporate Services Can Help

Amending a company constitution involves careful drafting, proper notice procedures, and timely ACRA filing. Errors in any of these steps can result in the amendment being ineffective or the company being in breach of the Companies Act.

Raffles Corporate Services assists Singapore companies with constitution reviews, amendments, and ACRA filings. Whether you need a targeted amendment to add a share class or a comprehensive review of an outdated constitution, we can help you do it right.

Contact us at [email protected] or call, SMS, or WhatsApp +65 8501 7133.

— The Editorial Team, Raffles Corporate Services