When Guide to Start Business in Singapore, having the correct legal structure is just the beginning. One of the most critical but often overlooked documents is the Company Constitution. Whether you are a local entrepreneur or an overseas investor, understanding the Singapore Company Constitution is vital for lawful operations, smooth internal governance, and protecting shareholder interests.
This document outlines your company’s internal policies, including the decision-making process, the responsibilities of directors, the rights of shareholders, and the procedures for resolving disputes. It is crucial to have a thorough understanding of Singapore Company Constitution Guide, if you are establishing a private limited company or intend to grow your business.
This blog explores everything you need to know about the Singapore Company Constitution in 2025—from mandatory clauses and drafting to amendments and differences with shareholders’ agreements. Whether you are forming a new company or updating an existing one, this guide provides clear, non-technical insights.
What is the Singapore Company Constitution?
The Company Constitution is a legal document that sets out how a company is governed. It is required by law under the Companies Act 1967 and must be submitted when incorporating a company with the ACRA Website.
It outlines internal processes, powers of directors, shareholder rights, meeting procedures, and other governance matters. A company can either adopt the Model Constitution provided by ACRA or submit a customised version.
Why is a Company Constitution Important in Singapore?
A Constitution is not just a formality—it ensures the company operates within clear legal boundaries. Having a well-drafted constitution reduces the risk of disputes and helps investors gain confidence in your governance structure.
Its importance includes:
- Legal clarity for directors and shareholders
- Internal governance rules for daily operations
- Conflict resolution mechanisms
- Protection of shareholders’ rights
What are the Mandatory Sections of the Company Constitution in Singapore?
Every Constitution in Singapore must include these required clauses:
| Clause Type | Description |
|---|---|
| Name Clause | States the registered company name |
| Liability Clause | If limited by shares, it states that the member’s liability is limited. If limited by guarantee, it states the amount that members contribute upon the company’s winding up. If unlimited, it states that liability is unlimited. |
| Subscriber Clause | Lists full names, addresses, and occupations of initial members, Declares members’ intention to form a company and subscribe to shares |
| Registered Office Clause | The official office in Singapore where statutory records are kept |
In addition to these mandatory sections, other optional but essential clauses include:
- Issue, allotment, and transfer of shares
- Conduct of board and general meetings
- Appointment and removal of directors
- Director’s duties and share capital rules
- Distribution of profits and winding-up procedures
For private companies limited by shares, the Constitution must restrict the right to transfer shares and limit membership to a maximum of 50 people.
What Information is Contained in a Company Constitution in Singapore?
A whole company constitution usually contains:
| Section | Description |
|---|---|
| Company Details | Name, type, and registered office |
| Share Capital | Types of shares, rights, and issuance terms |
| Governance | Director appointments, shareholder meetings |
| Rights & Duties | Voting rights, dividends, and director powers |
| Dispute Handling | Resolutions and special voting clauses |
| Changes | Procedures to amend the Constitution |
You may use the Model Constitution or draft a custom one to reflect your specific needs and requirements.
What Steps are Involved in Drafting or Adopting a Company Constitution in Singapore?
At incorporation, companies must submit a constitution via ACRA’s BizFile+ portal:
- Login using SingPass
- Choose between using the Model Constitution or uploading a custom version
- Apply and pay the $300 registration fee
Once set up, directors, shareholders, and the company secretary must endorse the submission via BizFile Portal within 60 days of receiving the notification.
Can the Company Constitution in Singapore be Customised?
Yes. It’s advisable to consult a professional when customising to ensure legal validity and compliance with the Companies Act.
Many companies customise their Constitutions to suit specific business needs, such as:
- Adding pre-emptive rights for shareholders
- Defining voting thresholds
- Stating exit procedures for investors
- Including clauses for deadlock resolution
How can a Company Constitution be Amended in Singapore?
A Constitution can be amended by:
- Passing a special resolution (75% shareholder approval)
- Submitting the resolution or court order to ACRA within 14 days
- Receiving confirmation of alteration from ACRA
Once accepted, the amendment becomes part of the official Constitution.
A shareholders’ agreement supplements the Constitution, particularly in areas not covered or requiring greater confidentiality.
Though both documents manage company affairs, they are different:
| Aspect | Constitution | Shareholders’ Agreement |
|---|---|---|
| Public | Yes—filed with ACRA | No—private document |
| Approval | 75% shareholder vote | Usually 90% or all parties |
| Scope | Basic internal governance | Broader terms, including exits, capital, and disputes |
How to Buy or View a Company Constitution from ACRA in Singapore?
To buy or view a company constitution from ACRA in Singapore, you can:
- View basic details free via BizFile+ or the ACRA mobile app
- Purchase extracts of Constitutions, incorporation forms, or financial statements
| Clause Type | Description |
|---|---|
| Document Type | Cost |
| Forms without attachment | $11.00 |
| Forms with attachments | $26.00 |
| Certified document | +$1 per page |
ACRA endorses certified copies and includes an authentication number.
Conclusion
A well-structured and compliant Singapore Company Constitution is more than a legal requirement—it’s a blueprint for how your business will function. It ensures internal clarity, protects stakeholders, and offers a level of legal certainty that’s crucial in today’s corporate environment.
If you’re Singapore Incorporation Services, updating an existing constitution, or navigating shareholders’ agreements, having expert support can make the process smoother and ensure it is legally sound.
Let 3E Accounting Singapore help you create or review your company constitution for full compliance and peace of mind.
Contact us today to get started with incorporation or constitution support tailored to your specific business needs.
Incorporate Your Company in Singapore with a Professionally Prepared Constitution
Learn everything you need to know about drafting, adopting, and customising a company constitution in Singapore.
Frequently Asked Questions
Yes, all companies are required to have a company constitution when registering with ACRA. It forms the basis of the company’s legal framework and internal governance.
The Model Constitution is a standard template created under the Companies (Model Constitutions) Regulations 2015. It’s commonly used by private limited companies for simplicity and compliance.
All directors, shareholders, and the company secretary must electronically endorse the constitution via BizFile+ within 60 days of the incorporation application.
While only the Constitution is mandatory, many businesses benefit from having a shareholders’ agreement for added clarity and protection among stakeholders.
Yes. The Model Constitution is suitable for both local and foreign-owned companies, simplifying the registration process.
It establishes clear roles, responsibilities, and procedures, helping to prevent disputes and ensure lawful, transparent operations.
Abigail Yu
Author
Abigail Yu oversees executive leadership at 3E Accounting Group, leading operations, IT solutions, public relations, and digital marketing to drive business success. She holds an honors degree in Communication and New Media from the National University of Singapore and is highly skilled in crisis management, financial communication, and corporate communications.
