What is a Company Constitution?

A Company Constitution is a legal document that defines the internal rules of a company. It governs how the company operates and outlines the rights, duties, and responsibilities of directors, shareholders, and officers.

It effectively replaces the older system of:

• Memorandum of Association (MOA)

• Articles of Association (AOA)

From 1 July 2015, under the Companies (Amendment) Act, the two documents were merged into a single Company Constitution.

What Does the Constitution Contain?

A standard company constitution includes provisions on:

Section	Key Content
Company Name and Registered Office	Legal name and local office address
Business Activities	Description of core business operations
Share Capital and Shareholder Rights	Number and class of shares, voting rights, and dividend rules
Appointment and Powers of Directors	Procedures for appointing, removing, and the powers of directors
Meetings	Rules on Annual General Meetings (AGMs), Board Meetings, and Quorums
Dividends and Profits	Distribution policies and declaration of dividends
Company Seal and Signing Authority	Execution of official company documents

Reference Template: ACRA Standard Company Constitution (PDF)

Why Is the Company Constitution Important?

a. Legal Requirement for Incorporation

Every private limited company must submit a Company Constitution during incorporation via BizFile+.

b. Governs Internal Decision-Making

The constitution dictates how key decisions are made within the company, from voting on resolutions to appointing directors.

c. Avoids Disputes

Clear roles, rights, and processes help avoid misunderstandings among shareholders and directors.

d. Customisable for Unique Business Needs

Businesses can modify or adopt a custom constitution to suit specific operational structures, such as:

• Founder share protections

• Veto rights

• Different classes of shares

Standard vs Custom Constitution

Type	Description
Standard Constitution	Pre-approved template by ACRA used by most SMEs
Custom Constitution	A tailored version drafted by legal professionals for specific governance

Tip: If your company has multiple shareholders or investors, a custom constitution is often advisable to align interests and protect rights.

Can You Change the Constitution Later?

Yes, companies can amend their constitution after incorporation. However, changes require:

• A special resolution passed by at least 75% of shareholders

• Filing of the updated constitution with ACRA via BizFile+
  

How to Obtain or Draft a Constitution

• You can download the Standard Constitution Template

• For complex arrangements, consult a corporate lawyer or company secretarial firm

• Ensure the constitution is submitted in PDF format when registering on BizFile+
  

How ProLead Can Help

While ProLead does not provide legal or drafting services, we:

• Guide founders on whether a standard or custom constitution may be more suitable

• Connect you with trusted corporate secretaries and legal partners

• Clarify ACRA submission procedures during incorporation

• Assist foreign entrepreneurs in understanding their shareholder and director rights

Conclusion

The Company Constitution is more than a formality — it’s a foundational document that shapes how your company functions. From protecting investor rights to managing director duties, it sets the legal and operational tone of your business.

Before incorporating your company in Singapore, ensure your constitution reflects your long-term goals and aligns with your internal governance needs.

Need help understanding what works best for your structure? Contact ProLead to get matched with a qualified advisor or company secretary.