Every Singapore company must have a constitution — the foundational legal document that governs how the company is run. If you incorporated before 3 January 2016, your company still operates under its Memorandum and Articles of Association (M&AA). If you incorporated after that date, your company has a constitution under the revised Companies Act.

Whether you are setting up a new company, reviewing your governance documents, or preparing to bring in investors, understanding your company constitution is essential. This guide explains what it is, what it must contain, how to amend it, and when you need to review it.

What Is a Company Constitution?

A company constitution is a single document that combines what used to be the Memorandum of Association and the Articles of Association under the old Companies Act framework. It came into effect for new incorporations from 3 January 2016, when Singapore amended the Companies Act to simplify corporate governance.

The constitution sets out the internal rules of the company — the rights of shareholders, the powers and duties of directors, the rules for holding meetings, and the procedures for making important decisions. It is essentially the rulebook that all members (shareholders) and directors have agreed to operate under.

The constitution is a public document — it is lodged with the Accounting and Corporate Regulatory Authority (ACRA) and can be searched on ACRA BizFile+.

What Must a Singapore Company Constitution Contain?

Under the Companies Act 1967 (as amended), a company constitution must set out certain key items. For a private limited company, the typical constitution will address:

  • Company name and type — confirming the company is a private limited company and stating its registered name
  • Objects clause — the purposes for which the company is incorporated; under the 2016 amendments, companies are no longer required to restrict their objects, but many constitutions still include a general objects clause
  • Liability of members — confirming that shareholder liability is limited to the amount (if any) unpaid on their shares
  • Share capital and share structure — the types of shares the company may issue, including ordinary shares and any preference shares, and the rights attached to each class
  • Directors — appointment, removal, powers, duties, quorum requirements for board meetings, and how directors make decisions (by resolution or by circulation)
  • General meetings — how meetings are called, notice periods, quorum requirements, voting rights, and the rules for passing ordinary and special resolutions
  • Distribution of profits — dividend policy and procedures
  • Winding up — distribution of assets on dissolution
  • Transfer of shares — including any pre-emption rights (rights of existing shareholders to be offered shares before they are sold to a third party)

Model Constitution vs Custom Constitution

Singapore companies have two options when setting up their constitution:

The Model Constitution

ACRA has published a model constitution that a company can adopt wholesale or with modifications. The model constitution is available from ACRA BizFile+ and covers all the mandatory elements in a standard form. It is suitable for most simple private limited companies with straightforward ownership and governance arrangements.

A Custom Constitution

A custom or bespoke constitution is drafted specifically for the company’s circumstances. This is appropriate where the company has:

  • Multiple classes of shares (ordinary and preference shares)
  • Investor or venture capital shareholders who require specific rights (liquidation preference, anti-dilution, information rights)
  • Complex founder or co-founder arrangements including vesting schedules
  • Drag-along and tag-along provisions
  • Deadlock resolution mechanisms for 50/50 joint ventures
  • Special voting arrangements or weighted voting rights

If you are planning to raise external investment or set up a joint venture, a custom constitution (drafted by a qualified corporate lawyer and working alongside a shareholders’ agreement) is strongly recommended.

The Company Constitution vs the Shareholders’ Agreement

Many companies — particularly startups and joint ventures — operate under both a constitution and a separate shareholders’ agreement. Understanding the difference is important:

  • The constitution is a public document, registered with ACRA, and forms part of the company’s public record. It binds all shareholders (present and future) and the company itself.
  • The shareholders’ agreement is a private contract between specific shareholders. It is not filed with ACRA and is not publicly accessible. It can contain commercially sensitive terms such as valuation methodologies, exit mechanics, and investor consent rights.

In practice, companies often use the constitution to establish the basic governance framework and the shareholders’ agreement for the more commercially sensitive terms. Where the two documents conflict, the position in Singapore law is generally that the shareholders’ agreement prevails between the parties to it — but the constitution governs the company’s relationship with third parties. This is a nuanced area; legal advice is recommended when setting up dual-document governance structures. Just Follow Law provides accessible legal guidance for Singapore businesses navigating these structures.

How to Amend a Singapore Company Constitution

A company constitution can be amended, but it requires a formal process under the Companies Act:

Step 1: Pass a Special Resolution

Amendments to the constitution must be approved by a special resolution — a resolution passed by not less than 75% of the votes cast at a general meeting (or by written resolution in the case of private companies, provided all members who are entitled to vote agree). This higher threshold (compared to the simple majority required for ordinary resolutions) reflects the fundamental nature of constitutional changes.

Step 2: Lodge With ACRA Within 14 Days

After the special resolution is passed, the company must lodge the amended constitution with ACRA within 14 days. This is done by filing the special resolution and a copy of the amended constitution through ACRA BizFile+. Late filing attracts a penalty.

Step 3: Update Internal Registers

Your company secretary should update the company’s statutory registers and minute book to reflect the amendment. If the change affects share rights or classes, the share register may also need to be updated.

When Should You Review or Amend Your Constitution?

Many Singapore private limited companies incorporate using a standard model constitution and never look at it again — until something goes wrong. The most common triggers for reviewing and amending the constitution are:

  • Onboarding a new investor — institutional investors (angel investors, family offices, VCs) will typically require specific rights (consent rights, information rights, board representation) to be embedded in the constitution, particularly for rights that need to bind future transferees
  • Creating new share classes — if you want to issue preference shares (for example, as part of a Series A or Seed round), the constitution must authorise this class and define its rights
  • Setting up an ESOP — employee share option plans often require the constitution to authorise the creation and issuance of shares on exercise of options; check whether your current constitution permits this
  • Changes in company structure — adding a subsidiary or restructuring the group may affect provisions in the constitution
  • Deadlock between founders or shareholders — if co-founders are no longer aligned, reviewing the deadlock resolution mechanisms in the constitution (or the absence of them) is critical
  • Company going through an M&A process — an acquirer’s legal due diligence team will review the constitution carefully; any unusual or problematic provisions should be dealt with before the sale process begins

What Happens If a Company Has No Constitution?

Under the Companies Act, if a Singapore company does not adopt a constitution, the company is deemed to have adopted the model constitution prescribed by ACRA. This means the company is still governed — just by a default set of rules that may not reflect its actual commercial arrangements. For most simple single-shareholder companies this is acceptable, but for any company with more than one shareholder, having an explicit constitution (and ideally, a shareholders’ agreement) is strongly recommended.

Transitional Companies: M&AA to Constitution

If your company was incorporated before 3 January 2016, it operates under a Memorandum and Articles of Association (M&AA) rather than a constitution. Companies are not required to switch — the M&AA continues to have effect as the company’s constitution under the transitional provisions of the Companies Act. However, if you want to adopt a new-format constitution (for example, to modernise your governance framework or to remove outdated provisions from the old M&AA), you can do so by passing a special resolution and lodging the new constitution with ACRA.

Getting Help With Your Company Constitution

If you are incorporating a new Singapore company, our team at Singapore Secretary Services can assist you in adopting the model constitution or, where your circumstances require it, coordinating with qualified corporate lawyers to prepare a bespoke constitution. For amendments to an existing constitution, contact us for assistance with the special resolution, ACRA filing, and company secretarial updates.

For foreign founders considering the best way to structure their Singapore company from the outset — including how the constitution intersects with your shareholding structure — read our article on shareholding structures and SUTE eligibility for foreign founders.

Talk to Raffles Corporate Services

Need help setting up or amending your Singapore company constitution? Contact Raffles Corporate Services — our corporate secretarial team handles company incorporation, constitution lodgement, and ACRA filings for Singapore companies.

📞 +65 6589 8978
📧 [email protected]
🌐 www.rafflescorporateservices.com

Further reading: daryllum.com | Little Big Red Dot | Just Follow Law