Every Singapore company is built on its constitution — the foundational document that sets out the rules governing how the company is run, the rights of its shareholders, and the powers of its directors. Whether you are incorporating a new company or amending an existing constitution, getting this document right is critical to avoid disputes, regulatory friction and unintended tax consequences down the line.
Since 3 January 2016, the old memorandum and articles of association were consolidated into a single document called the constitution under the Companies Act 1967. In this 2026 guide, we walk you through what a Singapore company constitution must contain, when and how to amend it, and the most common drafting mistakes our corporate secretaries see in practice.
What is a Company Constitution in Singapore?
The constitution is the contract between the company and its members, and among the members themselves. Under Section 39 of the Companies Act, the constitution binds the company and each member as if it had been signed by every one of them.
Every company incorporated under the Companies Act must have a constitution lodged with ACRA at incorporation. Most companies adopt the Model Constitution prescribed under the Companies (Model Constitutions) Regulations 2015 — there is one for private companies limited by shares and one for companies limited by guarantee.
What the Constitution Must Contain
Under Section 22 of the Companies Act, a Singapore company constitution must, at minimum, state:
- The name of the company.
- That the liability of members is limited (for a company limited by shares or guarantee).
- The full name, address and occupation of each subscriber, together with the number of shares each has agreed to take.
- That the subscribers agree to take up the shares set out against their names.
In practice, a workable constitution should also cover share rights and classes, transfer and transmission of shares, directors’ appointment and removal, board meeting procedure, member meeting procedure, dividends, accounts and audit, and indemnity for officers.
Model Constitution vs Bespoke Constitution
The Model Constitution is a sensible default for many private companies because it is pre-drafted to comply with the Companies Act and is familiar to lawyers, banks and ACRA. However, you should consider a bespoke constitution if any of the following apply:
- You have multiple share classes (e.g. preference shares, founder shares with weighted voting rights).
- You have investors who require specific governance protections (board appointment rights, reserved matters, drag-along, tag-along).
- The company is a family business with a succession plan that needs to be embedded in the document.
- The company is part of a Singapore holding company structure requiring specific intercompany governance terms.
- The company plans to issue preference shares with bespoke economic rights.
A bespoke constitution is also typically required if the company is funded by venture capital or private equity investors — their shareholders’ agreement will usually require corresponding constitutional provisions.
How to Amend a Singapore Company Constitution
Section 26 of the Companies Act allows a company to alter its constitution by special resolution — that is, by a resolution passed by at least 75% of the members entitled to vote, either at a duly convened meeting or by way of written resolution.
The high-level process is:
- Draft the amending resolution identifying the clause numbers to be deleted, replaced or inserted.
- Issue notice of the general meeting (at least 14 days for a private company unless the constitution requires longer) or circulate a written resolution.
- Pass the special resolution with at least 75% approval.
- Lodge the amended constitution and a copy of the special resolution with ACRA via BizFile+ within 14 days (Section 26(7)).
- Update the company’s records — keep the original signed resolution and a clean version of the new constitution at the registered office.
Entrenching Provisions
Section 26A of the Companies Act allows certain provisions to be entrenched, meaning they cannot be amended, repealed or added to except by a more onerous procedure than a 75% special resolution. Entrenchment is useful for protecting minority shareholders or core founder rights, but the entrenchment itself must be agreed unanimously by all members or be included from incorporation.
Common entrenched provisions include the protection of founders’ board seats, reserved matters requiring investor consent, and dividend policy commitments to legacy shareholders.
Common Drafting Pitfalls
1. Cut-and-paste from a different jurisdiction
We routinely see constitutions copied from UK or Australian precedents that reference statutes that do not apply in Singapore. The Companies Act has its own terminology and section numbers — a foreign template can leave the constitution internally inconsistent and unenforceable in parts.
2. Inconsistency with the shareholders’ agreement
If a shareholders’ agreement gives one investor a board seat but the constitution does not provide for it, the constitution will generally prevail in dealings with third parties (including banks and ACRA). Always cross-check the two documents at every amendment.
3. Failing to file the amendment with ACRA
Section 26(7) requires the company to lodge the amendment within 14 days. A constitutional amendment that is not lodged is still binding among members but creates ACRA late-filing penalties — see our guide to avoiding ACRA late-filing penalties.
4. Forgetting to update share class definitions
If you introduce a new class of shares (e.g. preference shares), the constitution must define their rights — dividend, voting, redemption, liquidation preference — clearly enough that they can be issued without further ambiguity.
When to Review Your Constitution
Even a perfectly drafted constitution can become stale. We recommend a review every time the company:
- Raises a new funding round.
- Brings in a new shareholder via share allotment or transfer.
- Changes its director composition materially.
- Crosses a regulatory threshold (e.g. licensable activity under the Corporate Service Providers Act 2024).
- Is being prepared for sale, restructuring or redomiciliation.
How Raffles Corporate Services Can Help
We routinely draft and amend constitutions for Singapore private companies — from straightforward Model Constitution adoptions for new incorporations to bespoke constitutions for family offices, joint ventures and investor-backed start-ups. We also handle the ACRA lodgement, the supporting resolutions and the corresponding updates to the statutory registers, so the entire amendment is completed end-to-end.
If you are unsure whether your constitution still fits the company, send it to us for a free first review.
— The Editorial Team, Raffles Corporate Services