Amending the company constitution in Singapore is a significant event as it is essentially amending the rulebook of the company. There are two types of alterations that are made:
- Amendments to the constitution that do not alter the objects of the company
- Amendments to the constitution that alter the objects of the company
The word “objects” comes from the word “objectives”. In layman’s terms, when a company is incorporated, it will have a purpose. The purpose or objectives or objects will be spelt out in the constitution. If the alteration of the company does not change the objects of the company, these are the procedures to make amendments to the constitution.
For amendments to the constitution that alter the objects of the company, the procedure is set out in section 33 of the Companies Act.
To make such amendments, an Extraordinary General Meeting has to be called.
Step 1: Prepare and send out a Notice for EGM to all members. Members should get at least 21 days notice in advance. The Notice should spell out the agenda of the meeting.
Step 2: Convene the meeting and obtain at least 75 per cent support from the members. i.e. pass a special resolution to make the amendments. This special resolution must not also include any other alterations to the constitution. i.e. This special resolutions should ONLY include alterations to the company objects. If other alterations are to be made, they must be done in a separate
Step 3: Lodge the special resolution only after 21 days have elapsed from the passing of the special resolution. The company has 14 days to lodge the special resolution once the 21 days have passed.
If you need help with making amendments to your constitution, you may contact us at [email protected].
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
The editorial team at Singapore Secretary Services
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