A constitution version conflict should be resolved through the document history, rather than the latest filename. Ask the company secretary to connect the incorporation or adopted constitution with subsequent amendments and supporting filings. Preserve both versions while the review is open. The wrong copy can mislead a team preparing notices, voting papers or a corporate action.

Hands signing a document at an office desk
Illustrative photograph by Pavel Danilyuk.

Inventory the competing copies

Record the document title, page count, date shown, file location and any signature or certification. Label each as a candidate version until checked. A file called final-final is a description chosen by a user, not evidence that the company adopted its contents.

Compare the provisions that differ and note their page references. Keep the comparison outside the originals. Do not merge preferred clauses into a new document and circulate it as the company’s current constitution.

Build the amendment chain

Locate the original adopted document, relevant resolutions, amended copies and filing acknowledgements. ACRA’s guidance identifies the special-resolution and filing process for constitution alterations. The secretary should assess which evidence establishes the current position and whether a missing document or unresolved filing needs further attention.

Example: an old copy attached to a bank request

The finance team receives a constitution from a bank’s old account-opening pack. The secretary holds a later copy with an amendment resolution. Identify the difference and verify the amendment evidence before supplying a replacement. The bank’s possession of an earlier copy does not establish that the later document is invalid.

Separate confirmation from access

Once confirmed, mark the current version clearly in the authorised company folder. Retain superseded versions in a historical area with their dates and supporting records. Tell staff where to retrieve the current document, without changing existing signed historical decisions.

Escalate interpretation questions

Version control does not decide whether a provision is legally effective or how it applies to a disputed transaction. Refer those questions to appropriate legal advisers. Close the administrative task with the evidence index, confirmed current copy and a dated list of any gaps still requiring advice.

Related practical guidance

For the surrounding records and responsibilities, see maintaining statutory records, the company secretary role, company recordkeeping.

Official guidance: ACRA official guidance.

Help with your company records

For corporate secretarial and company administration support, contact Raffles Corporate Services at [email protected] or WhatsApp +65 8501 7133. Tell us which records or process need attention so we can discuss the relevant next steps.