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The constitution is the rule book of your company. When you register on Bizfile, ACRA asks you to adopt the model constitution or upload a customised one. If you later want to change a rule, you pass a special resolution and file a Notice of Resolution, which ACRA lists as free.
Checked against ACRA's constitution, resolution and Companies Act pages.
What is a company constitution in Singapore?
ACRA describes it as the rules for running your company or subsidiary, defining the rights and responsibilities of directors, shareholders and company secretaries. It works like a contract between the company and its members, and among the members themselves.
The constitution exists because of the Companies Act, which we explain in our Companies Act guide. It is separate from the day-to-day instructions you give your team. It is also not a licence or a certificate.
What must it contain?
ACRA lists the main topics a constitution covers:
- the company name and its business activities;
- the liability of shareholders;
- the total share capital and the number of issued shares;
- the registered office address, which must be open and accessible during normal office hours;
- governance rules, including how shares are transferred, how meetings run and how directors are appointed.
For the director side, see the director requirements. For the share side, the shareholder requirements page explains who can hold shares.
Should you adopt the model constitution or write a custom one?
ACRA offers both routes during registration.
| Option | What it means | Suits |
|---|---|---|
| Model constitution, in force from time to time | You follow ACRA's model and take future changes to it automatically | Simple companies that want no drafting |
| Model constitution, in force at a point in time | You freeze the version available on the day you incorporate | Owners who want rules to stay fixed unless they amend them |
| Customised constitution | You upload your own document | Companies with several shareholders, investors or special share rights |
The model is set out in the Companies (Model Constitutions) Regulations, made in . The choice between the two model modes matters. With "in force from time to time", the rules can shift under you if the regulations change. With "in force at a point in time", they stay as they were at incorporation until you amend them.
A custom constitution makes sense when owners want different voting rights, pre-emption rules on share transfers or a veto for an investor. Because a badly drafted rule is hard to undo, have a lawyer draft it. Our site is not a law firm and this is general information.
How do you change the constitution?
ACRA's process has two steps.
- Pass a special resolution of the members approving the new wording.
- File a Notice of Resolution on Bizfile. ACRA lists this filing as free, processed immediately, with the resolution uploaded as a PDF. A director or the company secretary files it.
Keep the signed resolution and the updated constitution together at the registered office. Our company secretary guide explains who normally files for you.
How is a constitution different from a shareholders' agreement?
They do different jobs.
| Point | Constitution | Shareholders' agreement |
|---|---|---|
| Nature | The company's rules under the Companies Act | A private contract between named shareholders |
| Filed with ACRA | Yes, at registration and when amended | No |
| Who can see it | Lodged with ACRA, so not private | Only the parties |
| Typical content | Meetings, share transfers, director appointment | Exit rights, drag-along, vesting, funding terms |
Use both when you have outside investors. The constitution sets the baseline and the agreement adds confidential commercial terms. If the two conflict, take legal advice, because the constitution is the document that binds the company.
What replaced the memorandum and articles?
Older Singapore companies were formed with a memorandum of association and articles of association. After the Companies Act reforms of , which ACRA put into force in two phases, companies use a single constitution instead. ACRA's announcement dates phase one to and phase two to the first quarter of . If you inherit a company with old documents, check what ACRA holds.
What mistakes do founders make?
Four come up often. They adopt the model without reading it. They freeze a point-in-time version and forget it. They change a rule at a meeting but never file the Notice of Resolution. And they sign a shareholders' agreement that contradicts the constitution. A quick read at incorporation saves a filing later.
Want a provider to handle it?
Registration providers usually offer the model constitution by default and will draft a custom one for an extra cost. If you want quotes, use the quote form on this page. We are an independent guide, not ACRA, and may earn a referral fee when a request becomes a client.
Sources
- ACRA, preparing or adopting a company constitution: https://www.acra.gov.sg/register/business/registering-different-business-structures/local-company/company-constitution/ (contents, model options, signed copy).
- ACRA, setting up a local company, constitution step: https://www.acra.gov.sg/how-to-guides/setting-up-a-local-company/constitution (model regulation, special resolution).
- ACRA, notice of resolution (special resolution): https://www.acra.gov.sg/manage/companies/filing-a-notice-of-resolution/filing-a-notice-of-resolution-special-resolution/ (fee, filing steps).
- ACRA, phased implementation of the Companies (Amendment) Act: https://www.acra.gov.sg/news-events/news-announcements/284/ (phase dates).
