Omar Bennett
A company constitution is a legal document that outlines the structure, governance, and internal affairs of a company, defining the relationships between the company, its members, directors, and the company secretary. In Singapore, a company constitution is required by law to be submitted during the company incorporation process, and companies can either create their own document or adopt the Model Constitution provided by the Accounting and Corporate Regulatory Authority (ACRA). ACRA offers extracts of PDF copies of company constitutions for purchase through its BizFile+ platform, with costs ranging from $11.00 to $26.00, depending on the inclusion of attachments. Alternatively, a company constitution can be requested directly from the company itself, with a fee of $5 or less as determined by the company's directors.
| Characteristics | Values |
|---|---|
| Definition | A company constitution is a legal document that outlines the structure and governance of a company, including the relationships between the company, its members, directors, and the company secretary. |
| Purpose | To define the company's main purpose, the responsibilities and rights of directors, and how the company must operate. |
| Submission | A copy of the company constitution must be submitted during the company incorporation process. |
| Amendments | Amendments to the constitution that do not alter company objects require a special resolution, with more than 75% support from members, and the relevant notice period. |
| Availability | The company constitution is open to inspection at the registered office of the company. Copies can be sent to members upon request, for a fee. |
| Model Constitution | A Model Constitution is available on the Accounting and Corporate Regulatory Authority's (ACRA) website for reference. |
| Purchase | Copies of company constitutions can be purchased through ACRA's BizFile+ platform. |
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What You'll Learn
Company constitution amendments
A company constitution is a legal document that outlines the rules and regulations by which a company is governed. It defines the relationships between the company, its members, directors, and the company secretary. It also outlines the rights, powers, duties, and obligations conferred on the company, its board of directors, and its shareholders. As a company grows, it may be necessary to amend the company constitution to reflect its current structure and anticipate future problems.
In Singapore, the constitution of a company sets out the basic framework by which a company is organised. Before 3 January 2016, a company's constitutional documents consisted of two documents: the Memorandum of Association and the Articles of Association. However, with the enactment of the Companies (Amendment) Act 2014, all companies incorporated on or after 3 January 2016 are required to adopt a single-document constitution. The Companies (Model Constitutions) Regulations 2015 provide a Model Constitution that companies can choose to adopt instead of creating their own.
To amend a company constitution, certain steps must be followed to ensure that the changes are valid and enforceable. Firstly, it is important to review the existing constitution to check for any special requirements or rules that need to be retained in the new constitution. A notice must then be issued, and a special resolution must be passed at a general meeting to approve the changes. This requires at least 75% of the total votes cast and can be done through a written resolution or at a general meeting. Once the special resolution has been passed, the amended constitution and the special resolution must be submitted to the relevant authority, such as the Companies House in the UK or ACRA in Singapore, within a specified timeframe.
It is important to note that not all amendments are allowed, and there may be restrictions on certain changes. Additionally, if the amendment involves changing the company from a private company to a public company, different rules may apply. Seeking legal advice or assistance from corporate lawyers can help ensure that the amendment process is carried out correctly and in compliance with the applicable laws and regulations.
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Understanding a company constitution
A company constitution is a set of rules that govern a company's operations and structure. It is a legally binding agreement between a company and its internal members that outlines the company's purpose, structure, and basic rules of conduct. While it is not a legal requirement for private companies to have a company constitution, it is still very common for companies to adopt one.
In Singapore, the constitution of a company sets out the basic framework by which a company is organised. It outlines the company's objectives and governs the rights, powers, duties, and obligations conferred on the company, its board of directors, and its shareholders. Before 3 January 2016, a company's constitutional documents typically consisted of two documents: the Memorandum of Association and the Articles of Association. However, the requirement for these documents has been removed, and companies incorporated on or after 3 January 2016 are now required to adopt a single-document constitution.
The Company Constitution creates a contract between the company and its members and between these members. It is important to keep a few considerations in mind when crafting your company constitution, such as business objectives and the desired decision-making structure.
Company constitutions can be beneficial as they contain and organise the rules that govern the company in a single document. This document is crucial because its terms are specifically tailored to the company's needs. Additionally, having a defined constitution may empower a company to perform certain actions that are not defined in the relevant company legislation. For example, it enables the company to acquire shares from existing shareholders and restrict the transfer of shares.
To obtain a copy of a company's constitution, you can purchase it from the Accounting and Corporate Regulatory Authority (ACRA) in Singapore. ACRA offers extracts of PDF copies of forms filed by business entities, including the Company Constitution, financial statements, incorporation of local companies, and annual returns. The cost of the extract varies depending on whether it includes attachments and certification.
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Where to find a company constitution
In Singapore, a company constitution is a legal document that outlines the structure and governance of a company. It defines the relationships between the company, its members, directors, and the company secretary. It is a contract between the company and its members and among the members themselves.
A company must adopt a constitution at the time of its incorporation. The constitution must be submitted during the company incorporation process, and businesses can either create their own document or adopt the Model Constitution provided by ACRA. The Model Constitution set out in the Companies (Model Constitutions) Regulations 2015 is available on ACRA's website for business owners to refer to. A downloadable PDF version of these constitutions can also be found on the Accounting and Corporate Regulatory Authority’s (ACRA) website.
For companies incorporated after 3 January 2016, the constitution must include the following:
- The main purpose of the company
- The responsibilities and rights of the directors
- How a company must operate
- Shareholders’ rights
- The conduct of shareholders
- Share transfer rules
- Appointment and powers of directors
- Directors’ meetings
The constitution is open to inspection at the registered office of the company. A company can send a copy of the constitution to a member upon request and payment of a fee.
Amendments to the constitution that do not alter the company objects require a special resolution, with more than 75% support from members. The company will then have to submit a copy of the special resolution and a copy of the amended constitution to ACRA through the BizFile+ website.
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Company constitution contents
A company constitution is a legally binding agreement between a company and its internal members. It is a crucial document that establishes a company's business purpose, defines the relationship between internal stakeholders, and sets out basic rules of conduct. It is submitted as part of a company's incorporation process.
The contents of a company constitution outline the internal rules and regulations for managing a business, covering roles, powers, and decision-making processes. It sets the framework for how directors, shareholders, and officers interact with each other. It also includes the company's name and registered office address, business activities, and how its operations will be carried out.
A company constitution also specifies the liabilities of the members of the company, the total amount of share capital, and the number of issued shares. It includes rules and regulations on governance, such as the transfer of shares, the manner of calling for Annual General Meetings or Extraordinary General Meetings, and the appointment and resignation of directors and the company secretary.
A company constitution can be tailored to the specific needs of a business, providing greater flexibility in managing the company. It is a best practice to have a constitution in place, but some companies may choose to rely on replaceable rules, which are basic rules that apply to all companies. However, a company constitution can displace or modify these replaceable rules, except for some mandatory rules that must be followed.
It is important to note that the specific contents and requirements of a company constitution may vary depending on the jurisdiction and type of company. For example, public company constitutions follow different rules than proprietary company constitutions. Additionally, some countries may require additional documents, such as a memorandum of association, to be included in the constitution.
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Creating a company constitution
A company constitution is a core corporate governance document that outlines the structure and internal management of a company. It is a legal document that defines the relationships between the company, its members, directors, and the company secretary. The constitution is part of Singapore's efforts to maintain its status as an ideal place for setting up and running businesses.
When creating a company constitution, it is important to consider the company's business objectives and desired decision-making structure. The constitution should align with the company's goals and include procedures for the appointment of directors and the desired decision-making process.
In Singapore, the constitution must include the objects of the company and govern the rights, powers, duties, and obligations of the company, its board of directors, and shareholders. It is a contract between the company and its members and among the members themselves.
There is no need to draft a company constitution from scratch as a Model Constitution is provided in the Companies (Model Constitutions) Regulations 2015. This can be found on the Accounting and Corporate Regulatory Authority's (ACRA) website. Using this model can reduce setup costs and simplify administrative requirements.
To amend the constitution, a special resolution is required, with more than 75% support from members. The company will then have to submit a copy of the special resolution and the amended constitution to ACRA through the BizFile+ website within 14 days.
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