The Company Constitution is a key legal requirement in the incorporation process of a company in Singapore. As a new business owner, it’s important to understand the Company Constitution, as you must submit it during the incorporation process.
Being well-versed in the Constitution, staying informed, and adhering to Singapore’s regulations will help ensure that your company remains compliant and avoids legal issues.
What Is a Company Constitution in Singapore?
A Company Constitution is a legal document that governs a company’s structure and operations in Singapore. It outlines the relationships between the company, its members, directors, and company secretary, ensuring alignment with Singapore’s corporate governance standards. The Constitution is part of Singapore’s initiative to remain a top choice for business setup and operations.
Is a Company Constitution Mandatory in Singapore?
Yes. Under Singapore’s Companies Act, companies must comply with specific legal requirements. The Act was revised in 2015, and the Accounting and Corporate Regulatory Authority (ACRA) introduced a Model Constitution for companies. Since January 3, 2016, it has been mandatory for all newly incorporated companies to have a Constitution. This applies to both locals and foreigners registering a business in Singapore.
What Must Be Included in a Company Constitution?
For companies established after this date, the Constitution must include the following details:
• The company’s name and type of business
• The liability of its members
• The capital structure of the company
• The company’s main purpose and operational framework
• The rights and duties of the directors
FAQs About the Company Constitution in Singapore
1. Can I use ACRA’s Model Constitution?
Yes. Most companies adopt the Model Constitution provided by ACRA, as it covers the essential requirements under the Companies Act. You can view it directly on ACRA’s official website here.
2. Can I amend my Company Constitution later?
Yes. Companies may amend their Constitution through a special resolution passed by shareholders (at least 75% approval). The changes must then be filed with ACRA.
3. Do all types of companies need a Constitution?
Yes. Whether you are setting up a private limited company or another entity type, a Constitution is required at incorporation.
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