What Is a Business Constitution in Singapore and Why It Matters

Last Updated: June 2026

A company constitution is the single governing document that sets the rules for how a Singapore company is run. It states the company name, what the directors can do, how shares are issued and transferred, and how members vote at meetings. Every company incorporated in Singapore must have one, and a copy is submitted to ACRA at incorporation.

Since the law changed in 2016, the constitution replaced the old Memorandum and Articles of Association, combining both into one document. It is more than a formality: it operates as a binding contract between the company and its members and among the members themselves. This guide explains what a constitution is, what it must contain, the difference between the ACRA model and a tailored version, and how to amend it.

Key Takeaways

• A company constitution is the document that governs how a Singapore company operates, covering its name, share capital, directors’ powers, and member meetings.
• It is mandatory at incorporation: under Section 19 of the Companies Act a copy of the constitution must be submitted to ACRA before a company can be registered.
• Since 3 January 2016, the single constitution replaced the former Memorandum and Articles of Association, which the Companies (Amendment) Act 2014 merged into one document.
• The constitution is a statutory contract under Section 39: it binds the company and its members, and the members to one another, as if each had signed it.
• You can adopt ACRA’s prescribed model constitution as-is or use a tailored version drafted for your specific shareholding and governance needs.
• To amend a constitution you pass a special resolution, requiring at least 75% of the votes, then lodge the change with ACRA.

What Is a Company Constitution in Singapore?

A company constitution is the foundational legal document of a Singapore company. It is the rulebook that defines the company’s internal governance: how decisions are made, who has authority, and how the relationship between the company, its directors, and its shareholders works in practice. Without it, a company has no agreed framework for issuing shares, appointing directors, or holding meetings.

The constitution is required by law for every company. Under Section 19 of the Companies Act, a copy must be submitted to the Accounting and Corporate Regulatory Authority (ACRA) as part of the incorporation process, so the document exists from day one. The ACRA company constitution page sets out this requirement and what the document must address.

Because it governs the most important internal mechanics, the constitution touches almost everything that follows. When you register a company in Singapore, the constitution is part of the filing. It then shapes how you later structure shareholding in a startup and how decisions get approved as the business grows.

Is the Constitution the Same as the Memorandum and Articles of Association?

Yes. The single constitution replaced the old Memorandum and Articles of Association (M&A). Before the reform, every company had two separate documents: a Memorandum, which set out the company’s external relationship and objects, and the Articles of Association, which governed internal management. The Companies (Amendment) Act 2014 merged these into one document called the constitution, with the change taking effect on 3 January 2016.

For companies formed before 2016, the existing Memorandum and Articles were treated as the company’s constitution from that date, so no one had to re-file overnight. The substance carried over; the terminology and document count changed. If you see older guides or templates that still refer to “M&A”, they are describing the same governance content that now sits in the constitution. The Companies Act 1967 is the current governing statute.

What Is Included in a Company Constitution?

A constitution covers the core matters needed to run the company. While the exact wording varies between the model version and a tailored one, the typical clauses include:

• The company name and that it is a private company limited by shares.
• The registered office and the company’s capacity to carry on any lawful business.
• The liability of members, which for a company limited by shares is limited to any amount unpaid on their shares.
• Share capital, the different classes of shares, and the rights attached to each class.
• The issue and allotment of new shares, and how existing shares may be transferred.
• Pre-emption rights, which can give existing shareholders first refusal before shares are sold to an outsider.
• The appointment, removal, and powers of directors, including how the board makes decisions.
• How general meetings are called and conducted, and the voting thresholds for ordinary and special resolutions.

These clauses connect directly to day-to-day compliance. The share provisions govern how you transfer shares and manage paid-up capital, the directors’ clauses sit alongside the responsibilities of a director, and the meetings clauses set the rules for your annual general meeting.

Is a Company Constitution a Contract?

Yes, it is a statutory contract. Under Section 39 of the Companies Act, the constitution binds the company and its members to the same extent as if each member had signed and sealed it, and as if it contained covenants by the company and each member to observe its provisions. In plain terms, it is enforceable as a contract: the company against its members, and the members against one another.

This is why the constitution matters far beyond incorporation. If a shareholder breaches a pre-emption clause, or a director acts outside the powers the constitution grants, the document is the legal basis for enforcement. It is a living agreement that members rely on, which is why drafting it carefully at the start, and keeping it current, protects everyone. Sound corporate secretarial support helps keep the constitution aligned with how the company actually operates.

Where Do I Get a Constitution, and Can I Use ACRA’s Model?

You have two main options, and the right one depends on how complex your shareholding and governance are. The chart below compares the ACRA model constitution with a tailored constitution so you can see where each fits.

The first option is the model constitution. Singapore prescribes a standard model constitution under Section 36 of the Companies Act, set out in the Companies (Model Constitutions) Regulations 2015. The First Schedule contains the model for a private company limited by shares, which is the most common company type. A private company can adopt this model as-is, and many simple incorporations do exactly that because it is free, compliant, and ready to use.

The second option is a tailored constitution. This is a custom document drafted to reflect your specific arrangements, such as multiple share classes, bespoke pre-emption rights, board composition rules, reserved matters, or investor protections. Startups raising funds, joint ventures, and companies with several founders usually need a tailored version because the model does not anticipate their deal terms. The model is a sensible default for a straightforward setup, while a tailored constitution earns its cost once ownership or control gets more involved. This decision sits alongside the broader question of choosing the right business structure.

How Do I Amend a Company Constitution?

You amend a constitution by passing a special resolution. Under the Companies Act, a special resolution requires at least 75% of the votes cast by members entitled to vote, whether at a general meeting or by written resolution. An ordinary majority is not enough; the higher threshold reflects how fundamental the constitution is to the company.

The usual steps are:

• Prepare the proposed changes and give members the required notice of the resolution.
• Pass the special resolution with at least 75% approval at a general meeting or by written means.
• Lodge the amended constitution and the resolution with ACRA within the prescribed time so the public record stays accurate.

Amendments are common as a company evolves: bringing in an investor, creating a new share class, or updating director provisions. A related change, your company name, follows its own ACRA process, which our guide on changing a company name explains. Keeping amendments documented and filed on time is part of a healthy monthly compliance routine, and questions like whether a sole director can also be the company secretary often surface as the constitution is reviewed.

Frequently Asked Questions

What is a company constitution in Singapore?

A company constitution is the legal document that governs how a Singapore company is run. It sets out the company name, the rights attached to shares, how shares are issued and transferred, the powers and appointment of directors, and how members hold meetings and vote. Every company must have one, and a copy is submitted to ACRA at incorporation under Section 19 of the Companies Act.

Is a company constitution the same as Memorandum and Articles of Association?

Yes. The single constitution replaced the former Memorandum and Articles of Association. The Companies (Amendment) Act 2014 merged the two documents into one, effective 3 January 2016. Companies formed before then had their existing Memorandum and Articles treated as the constitution from that date, so the governance content carried over while the document was unified.

What must a company constitution contain?

A constitution typically covers the company name, the registered office, the liability of members, the share capital and classes of shares, the issue and transfer of shares and any pre-emption rights, the appointment and powers of directors, and the rules for general meetings and voting. The exact clauses depend on whether you adopt the model constitution or a tailored one.

Is a company constitution legally binding?

Yes. Under Section 39 of the Companies Act, the constitution operates as a statutory contract. It binds the company and its members, and the members to one another, as if each member had signed it. This makes its provisions, such as pre-emption rights or limits on directors’ powers, enforceable like contractual obligations.

Can I use the ACRA model constitution?

Yes. Singapore prescribes a model constitution under Section 36 of the Companies Act and the Companies (Model Constitutions) Regulations 2015. The First Schedule provides the model for a private company limited by shares, and a private company can adopt it as-is. It is a sound choice for straightforward incorporations, while companies with complex shareholding usually prefer a tailored constitution.

How do I change my company constitution?

You change a constitution by passing a special resolution, which needs at least 75% of the votes of members entitled to vote, at a general meeting or by written resolution. After the resolution passes, you lodge the amended constitution and the resolution with ACRA within the prescribed time so the public record reflects the change.

Talk to Us About Your Company Constitution

Your constitution is the document that decides who controls your company and how, so getting it right at incorporation and keeping it current as you grow is worth doing properly. Whether you are adopting the model constitution for a simple setup, drafting a tailored version for founders and investors, or passing a special resolution to amend it, the details and the ACRA filing have to line up. If you want your constitution drafted, reviewed, or amended correctly, talk to us and we will handle it alongside your incorporation and corporate secretarial needs.