- Every Singapore company has a constitution, kept signed at its registered office
- ACRA's model constitution suits simple set-ups; investors often want a custom one
- Amending the constitution needs a special resolution with at least 75% approval
- Lodge the resolution and altered constitution with ACRA within 14 days
A company constitution in Singapore is the document that sets out the rules for running a Singapore company, including the rights and duties of its directors, shareholders and company secretary. Most companies either adopt ACRA’s model constitution or use a custom version. To change it, shareholders pass a special resolution and the company lodges the resolution and updated constitution with ACRA within 14 days, a job usually handled through corporate secretary services in Singapore.
This guide covers what ACRA expects the document to contain, whether the model constitution is enough for your company, and a 5-step table showing who does what, and by when, when you amend it.
What is a company constitution in Singapore?
What is a company constitution? ACRA’s answer is that it “sets out the rules for running your company or subsidiary” and defines “the rights and responsibilities of directors, shareholders, and company secretaries”. Every Singapore company has one from the day it’s incorporated, whether it adopts the model version or a custom document.
The constitution replaced the old memorandum and articles of association. Since changes to the Companies Act took effect on 3 January 2016, the two have been merged into a single document, and an older company’s memorandum and articles are treated as its constitution.
In practice, it’s the document your directors and shareholders fall back on when they disagree. It decides who can issue shares, how votes are counted and what happens when someone wants to leave.
What must a Singapore company constitution include?
ACRA lists the core contents of a company constitution as:
- The company’s name
- Its business activities and operational procedures
- Details of shareholder liability
- Total share capital and the number of issued shares
- The registered office address
- Governance rules on share transfers, meetings, director appointments and resignations, and the company secretary
A signed copy must be kept at your registered office. At incorporation, ACRA expects the constitution to be signed by all shareholders.
If you’re asking what is a company constitution in day-to-day terms, the model version is the clearest example. It’s a set of numbered clauses covering share capital, share transfers, general meetings, voting, directors and the secretary, and a custom constitution follows the same shape with specific clauses rewritten for your company.
Is the ACRA model constitution enough for your company?
The ACRA model constitution is a ready-made document set out in the Companies (Model Constitutions) Regulations 2015. You can read the full model constitution on ACRA’s website before you decide. When you incorporate on Bizfile, you choose one of two ways to adopt it:
- In force from time to time: your constitution automatically follows any future changes to the model constitution.
- In force at a point in time: you keep the version in force at incorporation, and it only changes if your company amends it.
The practical difference is control. “From time to time” saves you work when the regulations change, while “at a point in time” means nothing in your rules moves without a shareholder vote.
The model constitution Singapore companies adopt at incorporation works well for a simple set-up with one class of shares. It starts to strain once you add investors, share classes or exit rules, as the comparison below shows.
| Model vs custom constitution | Model constitution | Custom constitution |
|---|---|---|
| Cost to set up | No drafting needed; adopted when you register on Bizfile | Drafting time, typically with a lawyer or corporate secretary |
| Flexibility on share classes | Standard share rules from the Regulations | Can set out different share classes and their rights |
| Pre-emption and transfer rules | Standard rules, not tailored to your shareholders | Can add pre-emption rights, transfer restrictions, tag-along or drag-along terms |
| Investor readiness | Typically amended before a priced funding round | Can be drafted to match agreed investor terms |
| Who maintains it | Follows ACRA’s updates if adopted “from time to time” | Your company; every change needs a special resolution |
| When to switch | Typically when adding investors, new share classes or exit rules | Review at each funding round or restructure |
Rows marked “typically” describe common practice, not legal requirements.
Raising funds? What investors check in your constitution
Funding rounds are the most common reason companies move from the model constitution Singapore founders start with to a custom one. Investors’ lawyers usually review the constitution in due diligence and ask for changes before money moves. The clauses that come up most often are:
- Share classes: creating new classes with different rights. See our guide to preference vs ordinary shares.
- Pre-emption rights: giving existing shareholders the first right to buy new shares, so their stake isn’t diluted without warning.
- Transfer restrictions: rules on who shareholders can sell to and on what terms, which shape how share transfers work in your company.
Treat this as a list of what’s commonly discussed, not advice on what your company needs.
Common mistakes to avoid
- Vague language: phrases like “reasonable efforts” invite disputes, so define key terms and processes.
- No room for growth: a constitution written for two co-founders may not handle employee shares or a first investor.
- Ignoring minority shareholders: protections such as tag-along rights or matters needing their approval build trust early.
How do you amend a company constitution?
Changing a company constitution follows a fixed sequence under the Companies Act. Skip a step and you risk an invalid resolution or a late ACRA filing. Here’s how to amend a company constitution in Singapore in 5 steps.
| Step | Who | Document | Deadline | Source |
|---|---|---|---|---|
| 1. Agree the proposed changes | Directors | Directors’ resolution approving the draft wording | Before notice goes to shareholders | Company’s own process |
| 2. Give notice to shareholders | Directors, through the company secretary | Notice of general meeting, or a written resolution sent to shareholders | At least 14 days’ written notice for a private company (21 days for a public company), unless members holding at least 95% of voting rights agree to shorter notice | Companies Act s.184 |
| 3. Pass a special resolution | Shareholders | Signed special resolution | At least 75% of votes cast at the meeting, or of total voting rights for a written resolution (or a higher majority if your constitution requires it) | Companies Act ss.184 and 184A |
| 4. Lodge with ACRA | Company secretary | Notice of Resolution, with the resolution and altered constitution, on Bizfile | Within 14 days after the resolution is passed | Companies Act s.26; ACRA |
| 5. Update company records | Company secretary | Signed altered constitution kept at the registered office; registers updated | Straight after lodgement | ACRA |
| Objects changes only | Company secretary | Special resolution changing the objects | Not before 21 days after the resolution, then within 14 days after that | Companies Act s.33; ACRA Registrar’s Interpretation |
Step 1: Directors agree the changes. The board decides what needs to change and approves the draft wording, usually by directors’ resolution. For complex changes, such as a new share class, this is where a lawyer drafts the clauses.
Step 2: Notice goes to shareholders. The notice must state that the resolution will be proposed as a special resolution, though a private company (or an unlisted public company) can skip the meeting by circulating a written resolution instead. If you’re not sure who runs this in your company, read what a corporate secretary does.
Step 3: Shareholders pass a special resolution. A special resolution needs at least 75% approval. In practice, a shareholder voting more than 25% of the votes can block the change on their own.
Step 4: Lodge with ACRA within 14 days. Your company secretary files the Notice of Resolution (special resolution) on Bizfile with the altered constitution, and ACRA currently lists no filing fee for it. If the change also affects details such as your registered address, you’ll need to update company details on Bizfile separately.
Step 5: Update the company records. Replace the old constitution in your records and keep the signed copy at your registered office. Update any register the change affects, such as the register of members after a change to share rights.
Changing your company’s objects? If the amendment changes your objects (the business purposes written into the constitution), section 33 applies instead: you can’t lodge the resolution until 21 days after it’s passed, and you must then lodge it within the following 14 days. ACRA’s Registrar has also said an objects change can’t be combined with other amendments in one special resolution, because the two lodging timelines don’t line up.
What happens if you don’t lodge on time? Late lodgement can attract penalties from ACRA, so put the resolution date in your compliance calendar the day it’s passed. If you’ve already missed the deadline, lodge as soon as possible and ask your corporate secretary about next steps.
How do you get a copy of your company constitution?
Your company should already keep the signed constitution at its registered office. If you need an official copy, for a bank, an investor or your own records, you can buy one from ACRA. Our guide shows how to download your constitution on Bizfile step by step.
Company constitution vs shareholders’ agreement: what’s the difference?
The company constitution vs shareholders agreement question usually comes up just before a funding round. Here’s the short version:
- Constitution: lodged with ACRA, and binds the company and every shareholder.
- Shareholders’ agreement: a private contract between the shareholders who sign it, covering exits, vesting and deadlock.
- Together: if the two conflict, it creates uncertainty, so investors usually ask for them to be aligned.
For the full company constitution vs shareholders agreement comparison, read our guide to the shareholders’ agreement.
How do Sleek’s corporate secretaries handle constitution changes?
Sleek’s corporate secretary team handles the admin side of changing a company constitution. We draft the directors’ and shareholders’ resolutions, file the Notice of Resolution with ACRA and update your registers. You see every deadline in one place, so the 14-day clock doesn’t run out while documents wait for signatures.
We’re upfront about the limits. If you need bespoke clauses for a complex share structure, such as several preference classes or detailed investor protections, a lawyer should draft them, and our secretaries take it from there with the resolution and the filing.
Starting from scratch? When you incorporate your Singapore company with Sleek, your constitution is in place from day one, and we’ll help you amend a company constitution in Singapore later as your business grows.
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FAQs on company constitution singapore
Do I need a lawyer to create a custom constitution?
Not always. Simple changes, such as updating meeting or director rules, can be prepared and filed by a corporate secretary. For complex share structures or investor-driven clauses, a lawyer should draft the wording before the special resolution goes to shareholders.
Can I switch from the model constitution to a custom one after incorporation?
Yes. Switching from the model constitution to a custom one is an amendment, so shareholders pass a special resolution and the company lodges the new constitution with ACRA within 14 days. Many companies make the switch just before their first priced funding round.
What happens if we don't update our constitution as the business grows?
An outdated constitution leaves gaps when you add investors, issue new share classes or face a shareholder dispute. Voting and transfer rules may no longer match how the company actually runs. Investors often flag this in due diligence and ask for changes before they invest.
We're a small team. Do we still need a proper constitution?
Every Singapore company already has a constitution, so the real question is whether yours still fits. For a small team, the model constitution often works at the start. Review it once you add co-founders, employees with shares or outside investors.
Can directors change the constitution on their own?
No. Directors can propose changes, but only shareholders can approve them, by special resolution. This protects shareholders from the board rewriting the company’s rules without their consent.
Can a constitution give some shareholders extra voting rights?
Yes, for a private company. Since 2016, private companies can issue shares with different voting rights, such as non-voting shares, if the constitution allows it. Setting this up usually means amending the constitution, with a lawyer drafting the share rights.
