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Understanding the Constitution of a Singapore Company: A Comprehensive Guide

21 May 2024

Editor: ET


The constitution of a company is a crucial legal document that outlines the rules and regulations for governing a business. It defines the rights and responsibilities of directors, shareholders, and the company secretary.

This article, with insights from Expede.com.sg, details the key elements of a company's constitution in Singapore, its significance, and the processes for adopting and altering it.


Key Elements of a Company Constitution

The constitution must contain the following essential information:


Company’s Name and Registered Office Address

  1. The constitution must state the company’s name and its registered office address. This is essential for legal identification and correspondence purposes.


Business Activities and Operations

  1. The document must outline the nature of the business activities and how operations will be conducted. This includes the scope of activities the company is authorized to undertake.


Liabilities of Members

  1. It must specify the liabilities of the company's members, which typically include the extent of their financial obligations toward the company.


Share Capital and Issued Shares

  1. Details about the total amount of share capital and the number of issued shares must be included. This section governs how shares are distributed and managed.


Governance Rules and Regulations

  1. This part encompasses the rules for the governance of the company. It includes procedures for the transfer of shares, calling of Annual General Meetings (AGMs) or Extraordinary General Meetings (EGMs), and the appointment and resignation of directors and the company secretary.


Incorporation and Submission

When incorporating a company in Singapore, you must submit a copy of your company’s constitution to the Accounting and Corporate Regulatory Authority (ACRA). A copy signed by the shareholders, also known as subscribers, at the point of incorporation must be kept at the company’s registered office address.


Insight from Expede.com.sg: Keeping a signed copy of the constitution at the registered office ensures that it is accessible for reference and compliance checks.


Alterations to the Constitution

If there are any changes to the constitution, the company must pass a special resolution in a general meeting. The company is then required to submit a copy of the special resolution and the altered constitution to ACRA by filing a “Notice of Resolution” via BizFile+ within 14 days.


Expede.com.sg Advice: Ensure that all alterations are meticulously documented and filed promptly to maintain compliance with legal requirements.


Adopting the Model Constitution

Singapore companies have the option to adopt a Model Constitution provided in the Companies (Model Constitutions) Regulations 2015. This can simplify the process of creating a constitution, as it includes standard provisions that comply with the Companies Act.


Options for Adopting the Model Constitution

In Force from Time to Time:

  • Any changes made to the provisions in the Model Constitution by the Companies Act will be automatically adopted by your company.


In Force at a Point in Time:

  • The version of the Model Constitution adopted during your incorporation remains unchanged unless your company decides to amend it.


Recommendation from Expede.com.sg: Choose the option that best suits your company’s needs and provides the flexibility required for future changes.


Importance of Maintaining an Up-to-Date Constitution

Maintaining an accurate and up-to-date constitution is critical for ensuring that your company operates within the legal framework and adheres to best governance practices. It provides clear guidelines for managing the company and resolving disputes among stakeholders.


Expede.com.sg Insight: Regular reviews and updates to your constitution help ensure that it remains relevant and compliant with current laws and business practices.

The constitution of a company in Singapore is a foundational document that outlines how the company is governed. By understanding its key elements and ensuring compliance with regulatory requirements, businesses can operate smoothly and legally. For expert guidance on creating, adopting, and maintaining your company’s constitution, visit Expede.com.sg.

About Expede.com.sg: Expede.com.sg provides comprehensive business advisory services, including assistance with company constitutions and regulatory compliance. Their experienced team offers personalized solutions to help businesses navigate Singapore’s corporate landscape effectively.

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